Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

Annual report pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934, as amended

For the fiscal year ended December 31, 2013

Commission File No.: 000-29283

UNITED BANCSHARES, INC.

(exact name of registrant as specified in its charter)

OHIO	34-1516518
(State or other jurisdiction of	(I.R.S. Employer I.D. No.)
incorporation or organization)

100 S. High Street, Columbus Grove, Ohio 45830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (419) 659-2141

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, no par value – NASDAQ Global Market

(Title of class)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ____ Accelerated filer ____ Non-accelerated filer ____ Smaller Reporting Company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes No X

The aggregate market value of the voting stock held by non-affiliates of the registrant was $39,785,746, based upon the last sales price as quoted on the NASDAQ Global Market as of June 30, 2013.

The number of shares of Common Stock, no par value outstanding as of January 31, 2014: 3,442,364.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2013 are incorporated by reference into Part II. Portions of the Proxy Statement dated March 19, 2014 for the 2014 Annual Meeting of Shareholders to be held on April 23, 2014 are incorporated by reference into Part III.

EXPLANATORY NOTE

United Bancshares, Inc. (the “Corporation”) is filing this Amendment No. 1 on Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2013, originally filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2014 (“the Original Filing”), to include the Annual Report to Shareholders as Exhibit 13 inadvertently omitted pages due to a clerical error. The Annual Report to Shareholders includes information incorporated by reference into the Form 10-K/A. This Form 10-K/A does not attempt to modify or update any other information in the Original Filing, except as required to reflect the additional information included in Part IV of this Form 10-K/A.

The information that was inadvertently omitted was published and posted to the Corporation’s website at www.theubank.com on March 20, 2014, and was also mailed to the shareholders of record with the Corporation’s definitive proxy statement dated March 19, 2014.

INDEX

		Page(s)
Part I
Item 1.	Business	3-24
Item 1A.	Risk Factors	24-33
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	33-34
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	34


Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Item 9A.	Controls and Procedures	36-37
Item 9B.	Other Information	37


Part III
Item 10.	Directors, Executive Officers and Corporate Governance of the Registrant	38
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions and Director Independence	38
Item 14.	Principal Accountant Fees and Services	39


Part IV
Item 15.	Exhibits and Financial Statement Schedules	39-40


Signatures		41

PART I

Item 1. Business

General

United Bancshares, Inc. (the “Corporation”), an Ohio corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Corporation was incorporated and organized in 1985. The executive offices of the Corporation are located at 100 S. High Street, Columbus Grove, Ohio 45830. The Corporation is a one-bank holding company, through its wholly-owned subsidiary, The Union Bank Company, Columbus Grove, Ohio (“Bank”) as that term is defined by the Federal Reserve Board. As of December 31, 2013, the Corporation employed approximately 137 full-time equivalent employees.

United Bancshares, Inc’s. common stock has traded on the NASDAQ Global Market under the symbol “UBOH” since March 2001.

The Corporation is registered as a Securities Exchange Act of 1934 (the “1934 Act”) reporting company.

Forward Looking Statements

Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties, including regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, general economic conditions, and other risks. Forward-looking statements are often characterized by the use of qualifying words and their derivatives such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” and other words and statements concerning opinions or judgments of the Corporation and its management about future events. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management’s judgment as of the current date. The Corporation disclaims, however, any intent or obligation to update such forward-looking statements.

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and the Corporation. Forward-looking statements are identifiable by words or phrases such as “outlook”, “plan” or “strategy”; that an event or trend “may”, “should”, “will”, “is likely”, or is “probably” to occur or “continue”, has “begun” or “is scheduled” or “on track” or that the Corporation or its management “anticipates”, “believes”, “estimates”, “plans”, “forecasts”, “intends”, “predicts”, “projects”, or “expects” a particular result, or is “committed”, “confident”, “optimistic” or has an “opinion” that an event will occur, or other words or phrases such as “ongoing”, “future”, “signs”, “efforts”, “tend”, “exploring”, “appearing”, “until”, “near term”, “going forward”, “starting” and variations of such words and similar expressions. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements include, among others, statements related to real estate valuation, future levels of non-performing loans, the rate of asset dispositions, dividends, future growth and funding sources, future liquidity levels, future profitability levels, the effects on earnings of changes in interest rates and the future level of other revenue sources. Management's determination of the provision and allowance for loan losses, the appropriate carrying value of intangible assets (including goodwill and mortgage servicing rights), deferred tax assets, other real estate owned, and the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) and other financial instruments, involves judgments that are inherently forward-looking. All statements with references to future time periods are forward-looking. All of the information concerning interest rate sensitivity is forward-looking. Management's assumptions regarding pension and other post retirement plans involve judgments that are inherently forward-looking. Our ability to successfully implement new programs and initiatives, increase efficiencies, respond to declines in collateral values and credit quality, maintain our current level of deposits and other sources of funding, and improve profitability is not entirely within our control and is not assured. The future effect of changes in the real estate, financial and credit markets and the national and regional economy on the banking industry, generally, and the Corporation, specifically, are also inherently uncertain. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.

General Description of Bank Subsidiary

The Bank is engaged in the business of commercial banking. The Bank is an Ohio state-chartered bank, which serves the Ohio counties of Allen, Hancock, Putnam, Sandusky, Van Wert and Wood, with office locations in Bowling Green, Columbus Grove, Delphos, Findlay, Gibsonburg, Kalida, Leipsic, Lima, Ottawa, and Pemberville, Ohio.

The Bank offers a full range of commercial banking services, including checking accounts, savings and money market accounts; certificates of deposit; automatic teller machines; commercial, consumer, agricultural, residential mortgage and home equity loans; safe deposit box rentals; and other personalized banking services.

Competition

The Corporation competes for deposits with other commercial banks, savings associations and credit unions and issuers of commercial paper and other securities, such as shares in money market mutual funds. Primary factors in competing for deposits include customer service, interest rates and convenience. In making loans, the Corporation competes with other commercial banks, savings associations, consumer finance companies, credit unions, leasing companies, mortgage companies and other lenders. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable. The number of financial institutions competing with the Corporation may increase as a result of changes in statutes and regulations eliminating various restrictions on interstate and inter-industry branching and acquisitions. Such increased competition may have an adverse effect upon the Corporation.

Effect of Environmental Regulation

Compliance with federal, state and local provisions regulating the discharge of material into the environment, or otherwise relating to the protection of the environment, have not had a material effect upon the capital expenditures, earnings or competitive position of the Corporation and its subsidiary. The Corporation believes that the nature of the operations of its subsidiary has little, if any, environmental impact. The Corporation, therefore, anticipates no material capital expenditures for environmental control facilities for its current fiscal year or for the foreseeable future. The Corporation’s subsidiary may be required to make capital expenditures for environmental control facilities related to properties, which they may acquire through foreclosure proceedings in the future; however, the amount of such capital expenditures, if any, is not currently determinable.

Supervision and Regulation

Other Statutes and Regulations

The following is a summary of certain other statutes and regulations affecting the Corporation and its subsidiary. This summary is qualified in its entirety by reference to such statutes and regulations.

The Corporation is a bank holding company under the Bank Holding Company Act of 1956, as amended, which restricts the activities of the Corporation and the acquisition by the Corporation of voting shares or assets of any bank, savings association or other company. The Corporation is also subject to the reporting requirements of, and examination and regulation by, the Federal Reserve Board. Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act on transactions with affiliates, including any loans or extensions of credit to the bank holding company or any of its subsidiaries, investments in the stock or other securities thereof and the taking of such stock or securities as collateral for loans or extensions of credit to any borrower; the issuance of guarantees, acceptances or letters of credit on behalf of the bank holding company and its subsidiary; purchases or sales of securities or other assets; and the payment of money or furnishing of services to the bank holding company and other subsidiaries. Bank holding companies are prohibited from acquiring direct or indirect control of more than 5% of any class of voting stock or substantially all of the assets of any bank holding company without the prior approval of the Federal Reserve Board. A bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with extensions of credit and/or the provision of other property or services to a customer by the bank holding company or its subsidiaries.

As an Ohio state-chartered bank, the Bank is supervised and regulated by the Ohio Division of Financial Institutions and the Federal Deposit Insurance Corporation (“FDIC”). The deposits of the Bank are insured by the FDIC and the Bank is subject to the applicable provisions of the Federal Deposit Insurance Act. A subsidiary of a bank holding company can be liable to reimburse the FDIC if the FDIC incurs or anticipates a loss because of a default of another FDIC-insured subsidiary of the bank holding company or in connection with FDIC assistance provided to such subsidiary in danger of default. In addition, the holding company of any insured financial institution that submits a capital plan under the federal banking agencies’ regulations on prompt corrective action guarantees a portion of the institution’s capital shortfall, as discussed below.

Various requirements and restrictions under the laws of the United States and the State of Ohio affect the operations of the Bank, including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans which may be made and the interest that may be charged thereon, restrictions relating to investments and other activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on payment of dividends, and limitations on branching.

The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies. The risk-based capital guidelines include both a definition and a framework for calculating risk weighted assets by assigning assets and off-balance sheet items to broad risk categories. The minimum ratio of total capital to risk weighted assets (including certain off-balance sheet items, such as standby letters of credit) is 8%. At least 4% is to be comprised of common shareholders’ equity (including retained earnings but excluding treasury stock), noncumulative perpetual preferred stock, a limited amount of cumulative perpetual preferred stock, and minority interest in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets (“Tier 1 capital”). The remainder (“Tier 2 capital”) may consist, among other things, of mandatory convertible debt securities, a limited amount of subordinated debt, other preferred stock and a limited amount of allowance for loan losses. The Federal Reserve Board also imposes a minimum leverage ratio (Tier 1 capital to total assets) of 3% for bank holding companies and state member banks that meet certain specified conditions, including having the highest regulatory rating. The minimum leverage ratio is 1%-2% higher for other bank holding companies and state member banks based on their particular circumstances and risk profiles and for those banks experiencing or anticipating significant growth. State non-member bank subsidiaries, such as the Bank are subject to similar capital requirements adopted by the FDIC.

The Corporation and its subsidiary currently satisfy all regulatory capital requirements. Failure to meet applicable capital guidelines could subject a banking institution to a variety of enforcement remedies available to federal and state regulatory authorities, including the termination of deposit insurance by the FDIC. The junior subordinated deferrable interest debentures issued in 2003, as described in Note 9 to the consolidated financial statements contained in the Corporation’s Annual Report, qualify as Tier I capital under current regulations.

The federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks. Under these regulations, institutions, which become undercapitalized, become subject to mandatory regulatory scrutiny and limitations that increase as capital decreases. Such institutions are also required to file capital plans with their primary federal regulator, and their holding companies must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes undercapitalized.

The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends that may be declared by its subsidiary bank and other subsidiaries. However, the Federal Reserve Board expects the Corporation to serve as a source of strength to its subsidiary bank, which may require it to retain capital for further investment in the subsidiary, rather than for dividends for shareholders of the Corporation. The Bank may not pay dividends to the Corporation if, after paying such dividends, it would fail to meet the required minimum levels under the risk-based capital guidelines and the minimum leverage ratio requirements. The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to exceed the sum of the current year’s net income and the retained net income for the preceding two years, less required transfers to surplus. Payment of dividends by a bank subsidiary may be restricted at any time at the discretion of the regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking practice. These provisions could have the effect of limiting the Corporation’s ability to pay dividends on its outstanding common shares.

Deposit Insurance Assessments and Recent Legislation

The Federal Deposit Insurance Reform Act of 2005 and the Federal Deposit Insurance Reform Conforming Amendments Act of 2005 (collectively, the “Deposit Insurance Reform Acts”) were both signed into law during February, 2006. The provisions of the Deposit Insurance Reform Acts included, among other things, merging the Bank Insurance Fund and the Savings Association Insurance Fund into a new fund called the Deposit Insurance Fund, which merger was effective March 31, 2006; increasing insurance coverage for retirement accounts from $100,000 to $250,000, effective April 1, 2006; adjusting deposit insurance levels of $100,000 for non-retirement accounts and $250,000 for retirement accounts every five years based on an inflation index, with the first adjustment to be effective on January 1, 2011; eliminating a 1.25% hard target Designated Reserve Ratio, as defined, and giving the FDIC discretion to set the Designated Reserve Ratio within a range of 1.15% to 1.50% for any given year; eliminating certain restrictions on premium rates the FDIC charges covered institutions and establishing a risk-based premium system; and providing for a one-time credit for institutions that paid premiums to the Bank Insurance Fund or the Savings Association Insurance Fund prior to December 31, 1996.

Current economic conditions have increased bank failures and expectations for further failures, in which case the FDIC insures payment of deposits up to insured limits from the Deposit Insurance Fund. In late 2008, the FDIC announced an increase in insurance premium rates of seven basis points for the first quarter of 2009. On February 27, 2009, the FDIC announced its adoption of an interim final rule imposing a one-time special assessment of up to 20 basis points and a final rule adjusting the risk-based calculation used to determine the premiums due from each financial institution. On March 5, 2009, the FDIC announced its plan to reduce the special assessment to 10 basis points. The special assessment and the changes in the premium calculation significantly increased the Corporation’s FDIC insurance expense in 2009. On September 29, 2009, the FDIC adopted a Notice of Proposed Rule making it mandatory that insured depository institutions prepay their quarterly risk-based assessments to the FDIC on December 30, 2009 for the fourth quarter of 2009 and for the years 2010 through 2012. The FDIC applied the Bank’s first two quarterly assessments in 2013 against the remaining prepaid balance and refunded $171,034 to the Bank at the end of the second quarter of 2013.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio of the Deposit Insurance Fund to insured deposits. The Dodd-Frank Act directs the FDIC to amend its assessment regulations so that future assessments will generally be based upon a depository institution’s average total consolidated assets minus the average tangible equity of the insured depository institution during the assessment period, whereas assessments were previously based on the amount of an institution’s insured deposits. The minimum deposit insurance fund rate will increase from 1.15% to 1.35% by September 30, 2020, and the cost of the increase will be borne by depository institutions with assets of $10 billion or more. At least semi-annually, the FDIC will update its loss and income projections for the fund and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking if required.

The Consumer Financial Protection Bureau (“CFPB”), pursuant to the Dodd-Frank Act, issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring creditors to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Creditors are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the creditor to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the creditor can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are “higher-priced” (e.g. subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harbor of compliance. To meet the mortgage credit needs of a broader customer base, the Corporation and its subsidiary are predominantly an originator of mortgages that are in compliance with the Ability-to-Pay rules.

Uncertainty remains as to the ultimate impact of the Dodd-Frank Act, which could have a material adverse impact either on the financial services industry as a whole, or on the Corporation’s business, results of operations and financial condition. Provisions in the legislation that affect deposit insurance assessments, payment of interest on demand deposits and interchange fees could increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate. Provisions in the legislation that require revisions to the capital requirements of the Corporation and the Bank could require the Corporation and the Bank to seek other sources of capital in the future.

In July 2013, the federal banking agencies issued a final rule that will revise the leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the international Basel Committee on Banking Supervision and the Dodd-Frank Act. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), adopts a uniform minimum leverage requirement of 4% of total assets, increases the minimum tier 1 capital to risk-weighted assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weighting (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available for sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. Additional restraints will also be imposed on the inclusion in regulatory capital of mortgage-servicing assets, defined tax assets and minority interests. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments to executives if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule becomes effective on January 1, 2015. The capital conservation buffer requirements will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.

Monetary Policy and Economic Conditions

The commercial banking business is affected not only by general economic conditions, but also by the policies of various governmental regulatory authorities, including the Federal Reserve Board. The Federal Reserve Board regulates money and credit conditions and interest rates in order to influence general economic conditions primarily through open market operations in U.S. Government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These policies and regulations significantly affect the overall growth and distribution of bank loans, investments and deposits, and the interest rates charged on loans as well as the interest rates paid on deposits and accounts.

The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy and the money market and the activities of monetary and fiscal authorities, no definitive predictions can be made as to future changes in interest rates, credit availability or deposit level.

Statistical Financial Information Regarding the Corporation

The following schedules and table analyze certain elements of the consolidated balance sheets and statements of income of the Corporation and its subsidiary, as required under Securities Act Industry Guide 3 promulgated by the Securities and Exchange Commission, and should be read in conjunction with the narrative analysis presented in ITEM 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION and the Consolidated Financial Statements of the Corporation, both of which are included in the 2013 Annual Report.

Available Information

The Corporation files various reports with the SEC, including Forms 10-Q, 10-K, 11-K and 8-K as required. The public may read and copy any filed materials with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information that the Corporation electronically files with the SEC.

Various information on the Corporation may also be obtained from the Corporation’s maintained website at http://www.theubank.com.

I.	DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL

A.	The following are the average balance sheets for the years ended December 31:

	2013				2012		2011
	(dollars in thousands)
ASSETS

Interest-earning assets
Securities (1)
Taxable	$	132,471		$	121,376		$	104,755
Non-taxable		60,107			46,390			46,981
Interest bearing deposits		29,770			37,625			41,802
Federal funds sold		23			46			82
Loans (2)		299,379			325,114			360,669
Total interest-earning assets		521,750			530,551			554,289
Non-interest-earning assets
Cash and due from banks		8,487			7,242			6,944
Premises and equipment, net		9,174			9,385			9,728
Accrued interest receivable and other assets		28,027			28,773			31,266
Allowance for loan losses		(5,681	)		(7,485	)		(8,762	)

	$	561,757		$	568,466		$	593,465

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities
Deposits
Savings and interest-bearing demand deposits	$	212,464		$	194,590		$	171,142
Time deposits		180,110			208,982			256,953
Junior subordinated deferrable interest debentures		10,300			10,300			10,300
Other borrowings		21,589			27,488			41,058
Total interest-bearing liabilities		424,463			441,360			479,453
Non-interest-bearing liabilities
Demand deposits		69,794			60,876			53,505
Accrued interest payable and other Liabilities		4,136			4,196			3,078

Shareholders' equity (3)		63,364			62,034			57,429

	$	561,757		$	568,466		$	593,465

(1)	Securities include securities available-for-sale, which are carried at fair value, and Federal Home Loan Bank (FHLB) stock carried at cost. The average balance includes monthly average balances of fair value adjustments and daily average balances for the amortized cost of securities.

(2)	Loan balances include principal balances of non-accrual loans and loans held for sale.

(3)	Shareholders’ equity includes average net unrealized appreciation (depreciation) on securities available-for-sale, net of tax.

I.	DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)

B.	The following tables set forth, for the years indicated, the condensed average balances of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average interest rates earned or paid thereon.

	2013 Average Balance		Interest		Average Rate
	(dollars in thousands)
INTEREST-EARNING ASSETS
Securities (1)
Taxable	$	132,471	$	2,690		2.03	%
Non-taxable (2)		60,107		2,816		4.68	%
Loans (3, 4)		299,379		15,248		5.09	%
Other		29,793		102		0.34	%
Total interest-earning assets	$	521,750		20,856		4.00	%

INTEREST-BEARING LIABILITIES
Deposits
Savings and interest-bearing demand deposits	$	212,464		304		0.14	%
Time deposits		180,110		1,838		1.02	%
Junior subordinated deferrable interest debentures		10,300		353		3.43	%
Other borrowings		21,589		754		3.49	%
Total interest-bearing liabilities	$	424,463		3,249		0.77	%

Net interest income, tax equivalent basis			$	17,607

Net interest income as a percent of average interest-earning assets						3.38	%

(1)	Securities include securities available-for-sale, which are carried at fair value, and FHLB stock carried at cost. The average balance includes monthly average balances of fair value adjustments and daily average balances for the amortized cost of securities.

(2)	Computed on tax equivalent basis for non-taxable securities (34% statutory rate).

(3)	Loan balances include principal balance of non-accrual loans.

(4)	Interest income on loans includes fees of $798,786.

I.	DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)

	2012 Average Balance		Interest		Average Rate
	(dollars in thousands)
INTEREST-EARNING ASSETS
Securities (1)
Taxable	$	121,376	$	2,777		2.29	%
Non-taxable (2)		46,390		2,708		5.84	%
Loans (3, 4)		325,114		17,922		5.51	%
Other		37,671		114		0.30	%
Total interest-earning assets	$	530,551		23,521		4.43	%

INTEREST-BEARING LIABILITIES
Deposits
Savings and interest-bearing demand deposits	$	194,590		286		0.15	%
Time deposits		208,982		3,062		1.47	%
Junior subordinated deferrable interest debentures		10,300		368		3.57	%
Other borrowings		27,488		960		3.49	%
Total interest-bearing liabilities	$	441,360		4,676		1.06	%

Net interest income, tax equivalent basis			$	18,845

Net interest income as a percent of average interest-earning assets						3.55	%

(1)	Securities include securities available-for-sale, which are carried at fair value, and FHLB stock carried at cost. The average balance includes monthly average balances of market value adjustments and daily average balances for the amortized cost of securities.

(2)	Computed on tax equivalent basis for non-taxable securities (34% statutory rate).

(3)	Loan balances include principal balance of non-accrual loans.

(4)	Interest income on loans includes fees of $1,213,462.

I.	DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)

	2011 Average Balance		Interest		Average Rate
	(dollars in thousands)
INTEREST-EARNING ASSETS
Securities available-for-sale (1)
Taxable	$	104,755	$	3,257		3.11	%
Non-taxable (2)		46,981		2,933		6.24	%
Loans (3, 4)		360,669		21,198		5.88	%
Other		41,884		99		0.24	%
Total interest-earning assets	$	554,289		27,487		4.96	%

INTEREST-BEARING LIABILITIES
Deposits
Savings and interest-bearing demand deposits	$	171,142		249		0.15	%
Time deposits		256,953		5,291		2.06	%
Junior subordinated deferrable interest debentures		10,300		350		3.40	%
Other borrowings		41,058		1,436		3.50	%
Total interest-bearing liabilities	$	479,453		7,326		1.53	%

Net interest income, tax equivalent basis			$	20,161

Net interest income as a percent of average interest-earning assets						3.64	%

(1)	Securities include securities available-for-sale, which are carried at fair value, and FHLB stock carried at cost. The average balance includes monthly average balances of market value adjustments and daily average balances for the amortized cost of securities.

(2)	Computed on tax equivalent basis for non-taxable securities (34% statutory rate).

(3)	Loan balances include principal balance of non-accrual loans and loans held for sale.

(4)	Interest income on loans includes fees of $922,947.

I.	DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)

C.	The following tables set forth the effect of volume and rate changes on interest income and expenses for the periods indicated. For purposes of these tables, changes in interest due to volume and rate were determined as follows:

Volume variance - change in volume multiplied by the previous year’s rate.

Rate variance - change in rate multiplied by the previous year’s volume.

Rate/volume variance - change in volume multiplied by the change in rate.

●

This variance was allocated to volume variances and rate variances in proportion to the relationship of the absolute dollar amount of the change in each.

Interest on non-taxable securities has been adjusted to a fully tax equivalent basis using a statutory tax rate of 34% in all years presented.

	2013/2012
	Total			Variance Attributable To
	Variance			Volume			Rate
	(dollars in thousands)
INTEREST INCOME
Securities -
Taxable	$	(87	)	$	241		$	(328	)

Non-taxable		108			706			(598	)

Loans		(2,674	)		(1,364	)		(1,310	)

Other		(12	)		(26	)		14

Subtotal		(2,665	)		(443	)		(2,222	)

INTEREST EXPENSE
Deposits -
Savings and interest-bearing demand deposits		18			26			(8	)

Time deposits		(1,223	)		(383	)		(840	)

Junior subordinated deferrable interest debentures		(15	)		-			(15	)

Other borrowings		(206	)		(206	)		-

Subtotal		(1,426	)		(563	)		(863	)

NET INTEREST INCOME	$	(1,239	)	$	120		$	(1,359	)

I.	DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)

	2012/2011
	Total			Variance Attributable To
	Variance			Volume			Rate
	(dollars in thousands)
INTEREST INCOME
Securities -
Taxable	$	(480	)	$	466		$	(946	)

Non-taxable		(225	)		(37	)		(188	)

Loans		(3,276	)		(2,010	)		(1,266	)

Other		15			(11	)		26

Subtotal		(3,966	)		(1,592	)		(2,374	)

INTEREST EXPENSE
Deposits -
Savings and interest-bearing demand deposits		37			34			3

Time deposits		(2,229	)		(876	)		(1,353	)

Junior subordinated deferrable interest debentures		18			-			18

Other borrowings		(476	)		(474	)		(2	)

Subtotal		(2,650	)		(1,316	)		(1,334	)

NET INTEREST INCOME	$	(1,316	)	$	(276	)	$	(1,040	)

II.	INVESTMENT PORTFOLIO

A.	The carrying amounts of securities available-for-sale as of December 31 are summarized as follows:

	2013		2012		2011
	(dollars in thousands)
U.S. Government agency securities	$	12,333	$	15,554	$	7,521
Obligations of states and political subdivisions		66,540		53,919		49,311
Mortgage-backed securities		117,472		107,607		94,599
Other		735		528		525
	$	197,080	$	177,608	$	151,956

The above excludes Federal Home Loan Bank stock amounting to $4,893,800 in 2013, 2012, and 2011.

B.	The maturity distribution and weighted average yield of securities available-for-sale at December 31, 2013 are as follows (1):

			Maturing
	Within One Year		After One Year But Within Five Years		After Five Years But Within Ten Years		After Ten Years
	(dollars in thousands)
Agencies	$	-	$	8,489	$	3,844	$	-
Obligations of states and political subdivisions		2,450		6,295		34,169		23,626
Mortgage-backed securities (2)		-		726		10,858		105,888

	$	2,450	$	15,510	$	48,871	$	129,514

			Weighted Average Yield
Agencies	-			1.04	%	1.58	%	-
Obligations of states and political subdivisions	3.97	%		3.74	%	2.86	%	3.54	%
Mortgage-backed securities (2)	-			4.51	%	2.77	%	2.50	%

Weighted Average Yield - Portfolio	3.97	%		2.30	%	2.74	%	2.69	%

(1)	Table excludes Federal Home Loan Bank stock and $735,036 of securities having no maturity date.

(2)	Maturity based upon estimated weighted-average life.

The weighted average interest rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount.

C.	There were no securities which exceeded 10% of shareholders’ equity at December 31, 2013.

III.	LOAN PORTFOLIO

A.	Types of Loans – Total loans, including loans held for sale, are comprised of the following classifications at December 31 for the years indicated:

	2013		2012		2011		2010		2009
	(dollars in thousands)
Commercial and agricultural	$	235,152	$	241,730	$	270,454	$	305,657	$	286,485
Real estate mortgage		56,651		61,276		64,888		70,331		107,515
Consumer loans		3,934		4,396		5,358		7,919		13,815
	$	295,737	$	307,402	$	340,700	$	383,907	$	407,815

Real estate mortgage loans include real estate construction loans of $3.6 million in 2013, $2.6 million in 2012, $5.3 million in 2011, $6.5 million in 2010, and $4.8 million in 2009. There were no lease financing receivables in any year.

CONCENTRATIONS OF CREDIT RISK – The Corporation’s depository institution subsidiary grants commercial, real estate, installment, and credit card loans to customers primarily located in Northwestern and West Central Ohio. Commercial loans include loans collateralized by business assets and agricultural loans collateralized by farm equipment. As of December 31, 2013, commercial and agricultural loans make up 79.51% of the loan portfolio; the loans are expected to be repaid from cash flow from operations of the businesses. As of December 31, 2013, real estate mortgage loans make up 19.16% of the loan portfolio and are collateralized by first mortgages on residential real estate. As of December 31, 2013, consumer loans to individuals make up 1.33% of the loan portfolio and are primarily collateralized by consumer assets.

Maturities and Sensitivities of Loans to Changes in Interest Rates – The following table shows the amounts of commercial and agricultural loans outstanding as of December 31, 2013 which, based on remaining scheduled repayments of principal, are due in the periods indicated. Also, the amounts have been classified according to sensitivity to changes in interest rates for commercial and agricultural loans due after one year. (Variable-rate loans are those loans with floating or adjustable interest rates.)

Maturing	Commercial and Agricultural
	(dollars in thousands)

Within one year	$	30,608
After one year but within five years		34,961
After five years		169,583
	$	235,152

III.	LOAN PORTFOLIO (CONTINUED)

	Interest Sensitivity
	Fixed Rate		Variable Rate		Total
	(dollars in thousands)
Due after one year but within five years	$	20,284	$	14,677	$	34,961
Due after five years		9,481		160,102		169,583
	$	29,765	$	174,779	$	204,544

C.	Risk Elements – Non-accrual, Past Due, Restructured and Impaired Loans – The following table summarizes non-accrual, past due, restructured and impaired loans at December 31:

	2013		2012		2011		2010		2009
	(dollars in thousands)
(a) Loans accounted for on a non-accrual basis	$	6,511	$	17,171	$	21,700	$	16,497	$	12,937

(b) Loans contractually past due 90 days or more as to interest or principal payments and still accruing interest		37		25		55		126		2,456

(c) Loans not included in (a) or (b) which are "Troubled Debt Restructurings" as defined by accounting principles generally accepted in the United States of America		201		2,139		4,479		3,092		-

	$	6,749	$	19,355	$	26,234	$	19,715	$	15,393

The following is reported for the year ended December 31:

	2013		2012		2011		2010		2009
	(dollars in thousands)
Gross interest income that would have been recorded on non-accrual loans outstanding if the loans had been current, in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period	$	633	$	1,143	$	1,438	$	987	$	1,015

Interest income actually recorded on non-accrual loans and included in net income for the period		-		-		-		-		-

Interest income not recognized during the period	$	633	$	1,143	$	1,438	$	987	$	1,015

III.	LOAN PORTFOLIO (CONTINUED)

	1.	Discussion of the non-accrual policy

		The accrual of interest on mortgage and commercial loans is generally discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Personal loans are typically charged-off no later than when they become 150 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

		All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

	2.	Potential problem loans

		As of December 31, 2013, in addition to the $6.7 million of loans reported under Item III C, there are approximately $9.5 million of other outstanding loans where known information causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans pursuant to Item III C at some future date. Consideration was given to loans classified for regulatory purposes as substandard or special mention that have not been disclosed in Item III C above.

	3.	Foreign outstandings

		None.

	4.	Loan concentrations

		At December 31, 2013, loans outstanding relating to agricultural operations or collateralized by agricultural real estate aggregated $38,343,403. At December 31, 2013, there were four borrowers with loans totaling $1,317,020 in agricultural loans, which were accounted for on a non-accrual basis; and there were no accruing agricultural commercial loans which were contractually past due 90 days or more as to interest or principal payments.

	D.	Other interest-bearing assets

		As of December 31, 2013, there were no other interest-bearing assets that are required to be disclosed.

IV.	SUMMARY OF LOAN LOSS EXPERIENCE

A.	The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios for the years ended December 31:

	2013			2012			2011			2010			2009
	(dollars in thousands)
LOANS
Loans outstanding at end of period (1)	$	295,737		$	307,402		$	340,700		$	383,907		$	407,815
Average loans outstanding during period (1)	$	299,379		$	325,114		$	360,669		$	398,378		$	417,913
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period	$	6,918		$	8,543		$	8,017		$	4,804		$	3,198
Loans charged off -
Commercial and agricultural		(2,614	)		(2,103	)		(3,635	)		(3,107	)		(5,471	)
Real estate mortgage		(4	)		(144	)		(515	)		(494	)		(431	)
Consumer loans to individuals		(23	)		(14	)		(88	)		(223	)		(366	)
		(2,641	)		(2,261	)		(4,238	)		(3,824	)		(6,268	)
Recoveries of loans previously charged off -
Commercial and agricultural		541			379			162			282			53
Real estate mortgage		11			14			142			95			17
Consumer loans		18			43			85			110			279
		570			436			389			487			349
Net loans charged off		(2,071	)		(1,825	)		(3,849	)		(3,337	)		(5,919	)
Provision for loan losses		(833	)		200			4,375			6,550			7,525

Balance at end of period	$	4,014		$	6,918		$	8,543		$	8,017		$	4,804

Ratio of net charge-offs during the period to average loans outstanding during the period		0.69	%		0.56	%		1.07	%		0.84	%		1.42	%

(1)

Including loans held for sale.

The amount of loan charge-offs and recoveries fluctuate from year to year due to various factors relating to the condition of the general economy and specific business segments. The 2013 loan charge-offs included nine commercial or agricultural credits, with the largest individual charge-off being $1,269,000. The 2012 loan charge-offs included twenty-three commercial or agricultural credits, with the largest individual charge-off being $509,000. The 2011 loan charge-offs included twenty-seven commercial or agricultural credits, with the largest individual charge-off being $1,400,000. The 2010 loan charge-offs included nine commercial or agricultural credits, with the largest individual charge-off being $585,000. The 2009 loan charge-offs included one commercial credit amounting to $3,600,000 whose business operations ceased during the fourth quarter of 2009. The Corporation incurred $231,000 of additional charge-offs in 2010 related to the credit. In addition, 2009 net-loan charge-offs included five other commercial and/or commercial real estate credits, with the largest individual credit charge-off being $775,000.

IV.	SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED)

The Corporation recognized a negative provision for loan losses of $833,000 in 2013. Problem and potential problem loans aggregated $16.2 million at December 31, 2013 compared to $34.2 million at December 31, 2012. The Corporation will continue to monitor the credit quality of its loan portfolio, and especially the quality of those credits identified as problem or potential problem credits, to ensure the allowance for loan losses is maintained at an appropriate level.

The allowance for loan losses balance and the provision for loan losses are judgmentally determined by management based upon periodic reviews of the loan portfolio. In addition, management considered the level of charge-offs on loans as well as the fluctuations of charge-offs and recoveries on loans including the factors which caused these changes. Estimating the risk of loans and the amount of loss is necessarily subjective. Accordingly, the allowance is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past loss experience, general economic conditions, information about specific borrower situations, including their financial position and collateral value, and other factors and estimates which are subject to change over time.

IV.	SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED)

B.	The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios.

	Allocation of the Allowance for Loan Losses
	Allowance Amount		Percentage of Loans in Each Category to Total Loans			Allowance Amount		Percentage of Loans in Each Category to Total Loans
	(dollars in thousands)
	December 31, 2013					December 31, 2012
Commercial and agricultural	$	3,651		79.5	%	$	6,269		78.7	%
Real Estate mortgages		345		19.2	%		602		19.9	%
Consumer loans to individuals		18		1.3	%		47		1.4	%
	$	4,014		100.0	%	$	6,918		100.0	%

	December 31, 2011					December 31, 2010
Commercial and agricultural	$	7,444		79.4	%	$	7,134		79.6	%
Real Estate mortgages		999		19.0	%		323		18.3	%
Consumer loans to individuals		100		1.6	%		125		2.1	%
Unallocated		-		-			435		-
	$	8,543		100.0	%	$	8,017		100.0	%

	December 31, 2009
Commercial and agricultural	$	3,714		70.2	%
Real Estate mortgages		379		26.4	%
Consumer loans to individuals		277		3.4	%
Unallocated		434		-
	$	4,804		100.0	%

The allowance for loan losses at December 31, 2013 included specific reserves for impaired loans amounting to $179,000 compared to $2,922,000 at December 31, 2012.

While the periodic analysis of the adequacy of the allowance for loan losses may require management to allocate portions of the allowance for specific problem loan situations, the entire allowance is available for any loan charge-offs that occur.

DEPOSITS

Deposits have traditionally been the Corporation’s primary funding source for use in lending and other investment activities. In addition to deposits, the Corporation derives funds from interest and principal repayments on loans and income from other earning assets. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows tend to fluctuate in response to economic conditions and interest rates. Deposits are attracted principally from within the Corporation's designated market area by offering a variety of deposit instruments, including regular savings accounts, demand deposit accounts, negotiable order of withdrawal ("NOW") accounts, money market deposit accounts, term certificate accounts, and individual retirement accounts ("IRAs"). Interest rates paid, maturity terms, service fees, and withdrawal penalties for the various types of accounts are established periodically by the Corporation’s management based on the Corporation's liquidity requirements, growth goals, and market trends. From time to time, the Corporation may also acquire brokered deposits. The amount of deposits from outside the Corporation’s market area is not significant.

A.&B.

The average amount of deposits and average rates paid are summarized as follows for the years ended December 31:

	(dollars in thousands)
	2013 Average Amount		2013 Average Rate			2012 Average Amount		2012 Average Rate

Savings and interest-bearing demand deposits	$	212,464		0.14	%	$	194,590		0.15	%
Time deposits		180,110		1.02	%		208,982		1.47	%
Demand deposits (non-interest bearing)		69,794		-			60,876		-
	$	462,368				$	464,448


	2011 Average Amount		2011 Average Rate

Savings and interest-bearing demand deposits	$	171,142		0.15	%
Time deposits		256,953		2.06	%
Demand deposits (non-interest bearing)		53,505		-
	$	481,600

C.&E. There were no foreign deposits in any periods presented.

V.	DEPOSITS (CONTINUED)

D.	Maturities of certificates of deposit and other time deposits of $100,000 or more outstanding at December 31, 2013 are summarized as follows:

Three months or less	$	5,965
Over three months and through six months		7,079
Over six months and through twelve months		13,744
Over twelve months		26,854

	$	53,642

VI.	RETURN ON EQUITY AND ASSETS

The ratio of net income to average shareholders’ equity and average total assets and certain other ratios are as follows:

	2013			2012			2011
	(dollars in thousands)

Average total assets	$	561,757		$	568,466		$	593,465

Average shareholders' equity (1)	$	63,364		$	62,034		$	57,429

Net income	$	4,641		$	4,485		$	2,943

Cash dividends declared	$	689		$	172		$	-


Return on average total assets		0.83	%		0.79	%		0.50	%

Return on average shareholders' equity		7.33	%		7.23	%		5.12	%

Dividend payout ratio (2)		14.85	%		3.84	%		-

Average shareholders' equity to average total assets		11.28	%		10.91	%		9.68	%

	(1)	Average shareholders’ equity includes average unrealized gains or losses on securities available-for-sale.
	(2)	Dividends declared divided by net income.

VII.	SHORT-TERM BORROWINGS

The Corporation has established lines of credit with its major correspondent banks to purchase federal funds to meet liquidity needs. At December 31, 2013, the Corporation did not have any federal funds purchased, out of the $49.0 million available under such lines. The Corporation also uses repurchase agreements as a source of funds. These agreements essentially represent borrowings by the Corporation from customers with maturities of three months or less. Certain securities are pledged as collateral for these agreements. At December 31, 2013, the Corporation had $4,600,000 of repurchase agreements.

The following table sets forth the maximum month-end balance for the Corporation’s outstanding short-term borrowings (federal funds purchased and repurchase agreements), along with the average aggregate balances and weighted average interest for 2013, 2012, and 2011.

	2013			2012			2011
	(dollars in thousands)

Balance at year-end	$	4,600		$	5,057		$	5,216
Maximum balance at month-end during the period	$	4,600		$	5,164		$	6,784
Average balance	$	4,226		$	4,126		$	5,372
Weighted average interest rate		0.14	%		0.17	%		0.14	%

Item 1A.

RISK FACTORS

An investment in the Corporation’s common stock is subject to risks inherent to the Corporation’s business. The material risks and uncertainties that management believes affect the Corporation are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Corporation. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Corporation’s business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur, the Corporation’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Corporation’s common stock could decline significantly, and you could lose all or part of your investment.

Risks Related to the Corporation’s Business

The Corporation is Subject to Interest Rate Risk

The Corporation’s earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Corporation’s control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest the Corporation receives on loans and securities and the amount of interest it pays on deposits and borrowings, but such changes could also affect (i) the Corporation’s ability to originate loans and obtain deposits, (ii) the fair value of the Corporation’s financial assets and liabilities, and (iii) the average duration of the Corporation’s mortgage-backed securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Corporation’s net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.

Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on the Corporation’s results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation is Subject to Lending Risk

There are inherent risks associated with the Corporation’s lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Corporation operates as well as those across the State of Ohio, the United States and abroad. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. The Corporation is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Corporation to regulatory enforcement action that could result in the assessment of significant civil monetary penalties against the Corporation.

The Corporation is subject to liquidity risk in its operations, which could adversely affect the ability to fund various obligations.

Liquidity risk is the possibility of being unable to meet obligations as they come due, pay deposits when withdrawn, capitalize on growth opportunities as they arise, or pay dividends because of an inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is derived primarily from retail deposit growth and retention, principal and interest payments on loans and investment securities, net cash provided from operation and access to other funding sources. Liquidity is essential to our business. We must maintain sufficient funds to respond to the needs of depositors and borrowers. An inability to raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a material adverse effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or regulatory action that limits or eliminates our access to alternate funding sources. Our ability to borrow could also be impaired by factors that are nonspecific to us, such as disruption of the financial markets or negative expectations about the prospects for the financial services industry as a whole.

Changes in accounting standards could impact the Corporation’s reported earnings.

Current accounting and tax rules, standards, policies and interpretations influence the methods by which financial institutions conduct business and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies and interpretations are constantly evolving and may change significantly over time. Events that may not have a direct impact on the Corporation, such as bankruptcy of major U.S. companies, have resulted in legislators, regulators, and authoritative bodies, such as the Financial Accounting Standards Board, the Securities and Exchange Commission, the Public Company Accounting Oversight Board and various taxing authorities, responding by adopting and/or proposing substantive revision to laws, regulations, rules, standards, policies and interpretations governing financial reporting and disclosure. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. The Corporation’s financial condition and results of operations may be adversely affected by a change in accounting standards.

The Corporation’s Allowance for Loan Losses May Be Insufficient

The Corporation maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, that represents management’s best estimate of probable losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires the Corporation to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Corporation’s control, may require a potentially significant increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review the Corporation’s allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses, the Corporation will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on the Corporation’s financial condition and results of operations.

Prepayments of loans may negatively impact our business.

Generally, customers of the Corporation may prepay the principal amount of their outstanding loans at any time. The speed at which such prepayments occur, as well as the size of such prepayments, are within such customers’ discretion. If customers prepay the principal amount of their loans, and the Corporation is unable to lend those funds to other borrowers or invest the funds at the same or higher interest rates, the Corporation’s interest income will be reduced. A significant reduction in interest income could have a negative impact on the Corporation’s results of operations and financial condition.

The Corporation may face increasing pressure from historical purchasers of our residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans.

The Corporation generally sells the fixed rate long-term residential mortgage loans it originates on the secondary market and retains adjustable rate mortgage loans for its portfolios. In response to the financial crisis, the Corporation believes that purchasers of residential mortgage loans, such as government sponsored entities, are increasing their efforts to seek to require sellers of residential mortgage loans to either repurchase loans previously sold or reimburse purchasers for losses related to loans previously sold when losses are incurred on a loan previously sold due to actual or alleged failure to strictly conform to the purchaser's purchase criteria. As a result, the Corporation may face increasing pressure from historical purchasers of its residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans and the Corporation may face increasing expenses to defend against such claims. If the Corporation is required in the future to repurchase loans previously sold, reimburse purchasers for losses related to loans previously sold, or if the Corporation incurs increasing expenses to defend against such claims, its financial condition and results of operations would be negatively affected. Additionally, such actions would lower the Corporation’s capital ratios as a result of increased assets and reduced income through expenses and any losses incurred.

The Dodd-Frank Act may adversely impact the Corporation’s results of operations, financial condition or liquidity.

The Dodd-Frank Act, enacted in 2010, is complex and several of its provisions are still being implemented. The Dodd-Frank Act established the Consumer Financial Protection Bureau, which has extensive regulatory and enforcement powers over consumer financial products and services, and the Financial Stability Oversight Council, which has oversight authority for monitoring and regulating systemic risk. In addition, the Dodd-Frank Act altered the authority and duties of the federal banking and securities regulatory agencies, implemented certain corporate governance requirements for all public companies including financial institutions with regard to executive compensation, proxy access by shareholders, and certain whistleblower provisions, and restricted certain proprietary trading and hedge fund and private equity activities of banks and their affiliates. The Dodd-Frank Act also required the issuance of numerous regulations, many of which have not yet been issued. The regulations will continue to take effect over several more years, continuing to make it difficult to anticipate the overall impact.

If the Corporation is required to write-down goodwill and other intangible assets, its financial condition and results of operations would be negatively affected.

Goodwill is tested for impairment annually as of September 30th. An impairment test also could be triggered between annual testing dates if an event occurs or circumstances change that would more likely than not reduce the fair value below the carrying amount. Examples of those events or circumstances would include a significant adverse change in business climate; a significant unanticipated loss of customers or assets under management; an unanticipated loss of key personnel; a sustained period of poor investment performance; a significant loss of deposits or loans; a significant reduction in profitability; or a significant change in loan credit quality.

The Corporation cannot assure that it will not be required to take an impairment charge in the future. Any material impairment charge would have a negative effect on the Corporation’s financial results and shareholders’ equity.

The Corporation’s Profitability Depends Significantly on Economic Conditions in the State of Ohio

The Corporation’s success depends primarily on the general economic conditions of the State of Ohio and the specific local markets in which the Corporation operates. Unlike larger national or other regional banks that are more geographically diversified, the Corporation provides banking and financial services to customers primarily in the Ohio counties of Allen, Hancock, Putnam, Sandusky, Van Wert, and Wood. The local economic conditions in these areas have a significant impact on the demand for the Corporation’s products and services as well as the ability of the Corporation’s customers to repay loans, the value of the collateral securing loans and the stability of the Corporation’s deposit funding sources. A significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, unemployment, changes in securities markets or other factors could impact those local economic conditions and, in turn, have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation Operates in a Highly Competitive Industry and Market Area

The Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of whom are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets the Corporation operates. The Corporation also faces competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Corporation’s competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Corporation can.

The Corporation’s ability to compete successfully depends on a number of factors, including, among other things:

●

The ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets.

●

The ability to expand the Corporation’s market position.

●

The scope, relevance and pricing of products and services offered to meet customer needs and demands.

●

The rate at which the Corporation introduces new products and services relative to its competitors.

●

Customer satisfaction with the Corporation’s level of service.

●

Industry and general economic trends.

Failure to perform in any of these areas could significantly weaken the Corporation’s competitive position, which could adversely affect the Corporation’s growth and profitability, which, in turn, could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation is subject to Extensive Government Regulation and Supervision

The Corporation, primarily through its wholly owned subsidiary, the Bank, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect the Bank’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Corporation in substantial and unpredictable ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation may offer through the Bank and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could have a material adverse effect on the Corporation’s business, financial condition and results of operations. While the Corporation has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

The Corporation is subject to Environmental Liability Risk Associated with Lending Activities

A significant portion of the Corporation’s loan portfolio is secured by real property. During the ordinary course of business, the Corporation may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Corporation may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Corporation to incur substantial expenses and may materially reduce the affected property’s value or limit the Corporation’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Corporation’s exposure to environmental liability. Although the Corporation may perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation’s Controls and Procedures May Fail or Be Circumvented

Management regularly reviews and updates the Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Corporation’s business, results of operations and financial condition.

The Corporation Relies On Dividends from Its Subsidiaries for Most of Its Revenue

The Corporation is a separate and distinct legal entity from its subsidiary. It receives substantially all of its revenue from dividends from its subsidiary. These dividends are the principal source of funds to pay dividends on the Corporation’s common stock, interest and principal on the Corporation’s debt, and other operating expenses. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Corporation. Also, the Corporation’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to the Corporation, the Corporation may not be able to service debt, pay obligations or pay dividends on the Corporation’s common stock or trust preferred securities. The inability to receive dividends from the Bank could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Corporation May Not Be Able To Attract and Retain Skilled People

The Corporation’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities engaged in by the Corporation can be intense and the Corporation may not be able to hire such people or to retain them. The unexpected loss of services of one or more of the Corporation’s key personnel could have a material adverse impact on the Corporation’s business because of their skills, knowledge of the Corporation’s market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

The Corporation’s Information Systems May Experience an Interruption or Breach in Security

The Corporation relies heavily on communications and information systems to conduct its business. Any failure, interruption, or breach in security of these systems could result in failures or disruptions in the Corporation’s customer relationship management, general ledger, deposit, loan and other systems. While the Corporation has policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of its information systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions, or security breaches of the Corporation’s information systems could damage the Corporation’s reputation, result in a loss of customer business, subject the Corporation to additional regulatory scrutiny, or expose the Corporation to civil litigation and possible financial liability, any of which could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation Continually Encounters Technological Change

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Corporation’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation’s operations. Many of the Corporation’s competitors have substantially greater resources to invest in technological improvements. The Corporation may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.

The Corporation Is Subject To Claims and Litigation Pertaining to Fiduciary Responsibility

From time to time, customers make claims and take legal action pertaining to the Corporation’s performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Corporation’s performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal action are not resolved in a manner favorable to the Corporation they may result in significant financial liability and/or adversely affect the market perception of the Corporation and its products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on the Corporation’s financial condition and results of operations.

Severe Weather, Natural Disasters, Acts of War Or Terrorism And Other External Events Could Significantly Impact The Corporation’s Business

Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on the Corporation’s ability to conduct business. Such events could affect the stability of the Corporation’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Corporation to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on the Corporation’s financial condition and results of operations.

Risks Associated with the Corporation’s Common Stock

The Corporation’s Stock Price Can Be Volatile

Stock price volatility may make it more difficult for stockholders to resell their common stock at prices they find attractive. The Corporation’s stock price can fluctuate significantly in response to a variety of factors including, among other things:

●

Actual or anticipated variations in quarterly results of operations.

●

Recommendations by securities analysts.

●

Operating and stock price performance of other companies that investors deem comparable to the Corporation.

●

News reports relating to trends, concerns and other issues in the financial services industry.

●

Perceptions in the marketplace regarding the Corporation and/or its competitors.

●

New technology uses, or services offered, by competitors.

●

Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors.

●

Failure to integrate acquisitions or realize anticipated benefits from acquisitions.

●

Changes in government regulations.

●

Geopolitical conditions such as acts or threats of terrorism or military conflicts.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Corporation’s stock price to decrease regardless of operating results.

An Investment in the Corporation’s Common Stock is NOT an Insured Deposit

The Corporation’s common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in the Corporation’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in many companies. As a result, individuals that acquire the Corporation’s common stock may lose some or all of their investment.

The Corporation’s Articles of Incorporation and Regulations as well as Certain Banking Laws may have an Anti-Takeover Effect

Provisions of the Corporation’s articles of incorporation and regulations and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire the Corporation, even if doing so would be perceived to be beneficial to the Corporation’s shareholders.

The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Corporation’s common stock.

Risks Associated with the Corporation’s Industry

The Earnings of Financial Services Companies are significantly affected by General Business and Economic Conditions

The Corporation’s operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which the Corporation operates, all of which are beyond the Corporation’s control. Deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for the Corporation’s products and services, among other things, any of which could have a material adverse impact on the Corporation’s financial condition and results of operations.

Financial Services Companies Depend on the Accuracy and Completeness of Information about Customers and Counterparties

In deciding whether to extend credit or enter into other transactions, the Corporation may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Corporation may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.

Consumers May Decide Not To Use Banks to Complete their Financial Transactions

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Corporation’s financial condition and results of operations.

Item 1B. Unresolved Staff Comments

Not applicable

Item 2. Properties

The following is a listing and brief description of the properties owned by the Corporation and the Bank and used in its business:

1.	The main office is a two-story brick building located at 100 South High Street, Columbus Grove, Ohio. The building was constructed in approximately 1900 and contains approximately 7,300 square feet.

2.	A full service branch office is located at 110 East North Street, Kalida, Ohio. The building was constructed in 1994 and contains approximately 2,200 square feet.

3.	A full service branch office is located at 3211 Elida Road, Lima, Ohio. The building was constructed in 1994 and contains approximately 4,000 square feet.

4.	A full service branch office is located at 1410 Bellefontaine Avenue, Lima, Ohio. The building was constructed in 1998 and contains approximately 4,500 square feet.

5.	A drive-thru facility containing approximately 900 square feet located at 101 Progressive Drive, Columbus Grove, Ohio was completed and opened in February 2007.

6.	Two buildings located at 102 - 106 South High Street, Columbus Grove, Ohio were constructed in approximately 1930. They are both two-story buildings and together contain approximately 16,100 square feet. These facilities are used to house the operations areas of the Bank.

7.	A full service branch office is located at 318 South Belmore Street, Leipsic, Ohio. It was constructed in 2001 and contains approximately 3,100 square feet.

8.	A full service branch office is located at 114 East 3^rd Street, Delphos, Ohio. The building was acquired as part of the Citizens Bank of Delphos Acquisition in 2001 and contains approximately 6,100 square feet.

9.	A full service branch office is located at 132 East Front Street, Pemberville, Ohio. The building was acquired as part of the RFCBC branch Acquisition in March 2003 and contains approximately 6,400 square feet.

10.	A full service branch office is located at 230 West Madison Street, Gibsonburg, Ohio. The building was acquired as part of the RFCBC branch Acquisition in March 2003 and contains approximately 2,300 square feet.

11.	A full service branch office is located at 1300 North Main Street, Bowling Green, Ohio. Construction was completed during the third quarter of 2007, and the building contains approximately 3,200 square feet.

12.	A full service branch office is located at 245 West Main Street, Ottawa, Ohio. The building was completed and opened during the fourth quarter of 2008, and contains approximately 3,100 square feet.

13.	A full service branch office is located at 701 Shawnee Road, Lima, Ohio. The building was constructed in 1964 and contains approximately 2,500 square feet. The building was purchased, renovated and opened in December 2008.

14.	A full service branch office is located at 1500 Bright Road, Findlay, Ohio. The building was acquired as part of The Home Savings and Loan Company branch acquisition in March 2010 and contains approximately 3,200 square feet.

All of the properties are suitable for their intended use.

Item 3. Legal Proceedings

As of March 19, 2014, there are no pending legal proceedings to which the Corporation or its subsidiary are a party or to which any of their property is subject except routine legal proceedings to which the Corporation or its subsidiary are a party incident to its banking business. None of such proceedings are considered by the Corporation to be material.

Item 4. Mine Safety Disclosures

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) None.

(b) None.

(c) The table below includes certain information regarding the Corporation’s repurchase of United Bancshares, Inc. common stock during the quarterly period ended December 31, 2013:

Period	Total number of shares purchased		Average price paid per share		Total Number shares purchased as part of publicly announced plan or program		Maximum number of shares that may yet be purchased under the plan or program(i)
10/01/13-10/31/13	None			-		214,558		185,442
11/01/13 - 11/30/13	None			-		214,558		185,442
12/01/13 - 12/31/13		5,000	$	14.44		219,558		380,442

(i) A stock repurchase program (“Plan”) was announced on July 29, 2005 (100,000 shares authorized) and expanded by 100,000 shares on December 23, 2005, 200,000 shares on March 20, 2007, and 200,000 shares on December 17, 2013. The Plan authorizes the Corporation to repurchase up to 600,000 of the Corporation’s common shares from time to time in a program of market purchases or in privately negotiated transactions as the securities laws and market conditions permit.

Additional information required herein is incorporated by reference from (“Market Price and Dividends on Common Stock”) United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.

Item 6. Selected Financial Data

The information required herein is incorporated by reference from (“Five Year Summary of Selected Financial Data”) United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information required herein is incorporated by reference from page 4 through 18 (“Management’s Discussion and Analysis”) of United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required herein is incorporated by reference from page 18 through 19 (“Management’s Discussion and Analysis”) of United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.

Item 8. Financial Statements and Supplementary Data

The information required herein is incorporated by reference from page 22 through 65 of United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management of the Corporation is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 15d-15(e) of the Securities Exchange Act of 1934. An evaluation was performed under the supervision, and with the participation, of the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of December 31, 2013. Based on the results of the evaluation, and as of the time of that evaluation, the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

MANAGEMENT’S REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Corporation is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. Management of the Corporation and its subsidiary are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Corporation’s internal control over financial reporting is a process designed under the supervision of the Corporation’s Chief Executive Officer and Chief Financial Officer. The purpose is to provide reasonable assurance to the Board of Directors regarding the reliability of financial reporting and the preparation of the Corporation’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management maintains internal controls over financial reporting. The internal controls contain control processes, and actions are taken to correct deficiencies as they are identified. The internal controls are evaluated on an ongoing basis by the Corporation’s Management, and Audit Committee. Even effective internal controls, no matter how well designed, have inherent limitations – including the possibility of circumvention or overriding of controls – and therefore can provide only reasonable assurance with respect to financial statement preparation. Also, because of changes in conditions, internal control effectiveness may vary over time.

Management assessed the Corporation’s internal controls as of December 31, 2013, in relation to criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” (1992) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2013, the Corporation’s internal control over financial reporting met the criteria.

There were no changes in the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Corporation’s fiscal quarter ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required herein concerning Directors and Executive Officers is contained under the captions “Election of Directors” and “Directors and Executive Officers” of the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

Information required by this item concerning the Corporation’s Audit Committee is contained under the caption “Audit Committee Report” of the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

Information required by this item concerning the Corporation’s procedures for the nomination of Directors is contained under the caption “Committees of the Board of Directors” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

Information required by this item concerning compliance with section 16(a) of the Securities Exchange Act of 1934, as amended, is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

On February 17, 2004, the Corporation adopted a Code of Ethics that is applicable to the Corporation’s Chief Executive Officer, Chief Financial Officer, and other Senior Financial Officers. The Board of Directors reviews the Code of Ethics annually with the most recent review performed in February 2014. A copy of the Code of Ethics is available on the Corporation’s website at www.theubank.com.

Item 11. Executive Compensation

The information required herein concerning Directors and Executive Officers of the Corporation is contained under the caption “Compensation of Directors and Executive Officers” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required herein is contained under the caption “Voting Securities” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

In the ordinary course of conducting its business, the Corporation, for itself or through its bank subsidiary, may engage in transactions with the directors, employees, and managers of the Corporation or of the subsidiary which may include, but not be limited to, loans. As required by and in compliance with Ohio banking law, all banking transactions with directors, employees or managers of the Corporation are conducted on the same basis and terms as would be provided to any other bank customer and do not involve more than the normal risk of collectability or present any other unfavorable features.

Information required by this item concerning director independence is contained under the caption “Board of Directors Independence” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

Information required by this item is contained under the caption “Independent Public Accountants” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following consolidated financial statements (and reports thereon) are set forth on pages 22 through 65 of the Corporation’s 2013 Annual Report to Shareholders (Exhibit 13 to this Annual Report on Form 10-K) and are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2013 and 2012

Consolidated Statements of Income - Years ended December 31, 2013, 2012, and 2011

Consolidated Statements of Comprehensive Income - Years ended December 31, 2013, 2012, and 2011

Consolidated Statements of Shareholders' Equity - Years ended December 31, 2013, 2012, and 2011

Consolidated Statements of Cash Flows - Years ended December 31, 2013, 2012, and 2011

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules

Financial statement schedules have been omitted either because they are not applicable or because the required information is provided in the Consolidated Financial Statements, including the notes thereto.

(a)(3) Exhibits

The following exhibits are filed with or incorporated by reference (in accordance with Item 601 of SEC Regulation S-K) in this filing:

Exhibit No.
3.1	Articles of Incorporation	(1)
3.2	Regulations	(1)
10	Material Contracts
10.1	Preferred Trust Securities, Placement and Debenture agreements	(2)
10.2	Agreement – Brian D. Young	(4)
10.3	Salary Continuation Agreement - Brian D. Young	(2)
10.4	Salary Continuation Agreement – Heather M. Oatman	(6)
10.6	Change in Control Agreement – Diana L. Engelhardt	(7)
13	2013 Annual Report to Shareholders	(3)
21	Subsidiaries	(3)
23	Consent of Independent Registered Public Accounting Firm	(3)
31.1	Rule 13a-14(a)/15d-14(a) CEO's Certification	(3)

31.2	Rule 13a-14(a)/15d-14(a) CFO's Certification	(3)

32.1	Section 1350 CEO's Certification	(3)

32.2	Section 1350 CFO's Certification	(3)

99	Safe Harbor under The Private Securities Litigation Reform Act of 1995	(3)

101.INS	XBRL Instance Document (a)	(3)
101.SCH	XBRL Taxonomy Extension Schema	(3)
101.CAL	XBRL Taxonomy Extension Calculation	(3)
101.DEF	XBRL Taxonomy Extension Definition	(3)
101.LAB	XBRL Taxonomy Extension Label	(3)
101.PRE	XBRL Taxonomy Extension Presentation	(3)

(a) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

	(1)Incorporated herein by reference to the Corporation's Definitive Proxy Statement pursuant to Section 14(a) filed March 8, 2002, SEC file reference number 333-86543. (2) Incorporated herein by reference to the Corporation's 2004 Form 10K/A filed August 5, 2005, SEC file reference number 333-86543. (3) Included herein. (4) Incorporated herein by reference to the Corporation’s Form 8-K filed July 20, 2006. (5) Incorporated herein by reference to the Corporation’s Form 10-K filed March 23, 2007. (6) Incorporated herein by reference to the Corporation’s Form 10-K filed March 20, 2009. (7) Incorporated herein by reference to the Corporation’s Form 8-K filed July 23, 2012.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED BANCSHARES, INC.

	By:	/s/ BRIAN D. YOUNG
		Brian D. Young, CEO, President

	By:	/s/ DIANA L. ENGELHARDT
		Diana L. Engelhardt Chief Financial Officer

Date: September 5, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures	Title	Date


/s/ BRIAN D. YOUNG Brian D. Young	Director	September 5, 2014

/s/ JAMES N. REYNOLDS James N. Reynolds	Director	September 5, 2014

/s/ H. EDWARD RIGEL H. Edward Rigel	Director	September 5, 2014

/s/ R. STEVEN UNVERFERTH R. Steven Unverferth	Director	September 5, 2014

/s/ ROBERT L. BENROTH Robert L. Benroth	Director	September 5, 2014

/s/ DAVID P. ROACH David P. Roach	Director	September 5, 2014

/s/ DANIEL W. SCHUTT Daniel W. Schutt	Director	September 5, 2014

Exhibit 13

Table of Contents

	Page

President’s Letter	1

Market Price and Dividends on Common Stock	2

Five-Year Summary of Selected Financial Data	3

Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Report of Independent Registered Public Accounting Firm	21

Financial Statements

Consolidated Balance Sheets	22

Consolidated Statements of Income	23

Consolidated Statements of Comprehensive Income	24

Consolidated Statements of Shareholders’ Equity	25

Consolidated Statements of Cash Flows	26

Notes to Consolidated Financial Statements	28

Directors and Officers	66

Employee Anniversaries	67

Shareholders, Customers, and Employees:

As a result of the hard work and dedication of the Company’s team members, I am proud to report that your Company had another successful year in 2013. In addition to reporting net income of approximately $4.6 million ($1.35 basic earnings per share), your Company’s shares traded 47% higher by the end of 2013 as compared to the end of 2012. This increase in share price resulted in a $15.7 million increase in your Company’s market capitalization.

Despite the fact that net interest income decreased as a result of a flat yield curve and slow economic activity in our marketplace, your Company was able to increase net income by improving asset quality and decreasing non-interest expenses. The improvements in asset quality warranted a negative provision for loan losses of $833,000 for the year. Additionally, the Company executed a balance sheet restructuring strategy resulting in the early repayment of a $10 million advance from the Federal Home Loan Bank of Cincinnati (FHLB). This strategy required the Company to incur a prepayment penalty that decreased net income by approximately $650,000. Excluding the aforementioned FHLB prepayment costs, we decreased non-interest expenses by approximately $1.5 million in 2013 as compared to 2012.

We continue to focus on increasing assets and liabilities through growth in quality loans and core deposits. This growth objective will be accomplished through further development of our current customer relationships, identifying new customer relationships and reviewing acquisition opportunities. We believe that through this process, we enhance our ability to serve our customers and communities while enhancing shareholder value.

It was also great to report throughout the year that after ongoing reviews of your Company’s earnings, capital position, and improved risk profile, your Board of Directors declared dividends in March, June, September and December, as well as a Special Cash Dividend that was paid to shareholders on February 14, 2014.

Although uncertainty still remains in our markets, I continue to believe that the single most important driver of the Company’s success is, and will continue to be, my fellow team members. Their talents and strong corporate values of respect and accountability for our shareholders, customers, colleagues, and communities are only exceeded by their concern for others. It is because of these quality individuals that I am excited for the future of your Company.

Thank you for your continued support and the trust you have placed in us to manage your investment in our Company.

Respectfully,

Brian D. Young

President & CEO

UNITED BANCSHARES, INC.

DESCRIPTION OF THE CORPORATION

United Bancshares, Inc., an Ohio corporation (the “Corporation”), is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Corporation was incorporated and organized in 1985. The executive offices of the Corporation are located at 100 S. High Street, Columbus Grove, Ohio 45830. Following the merger of the Company’s other two bank subsidiaries into The Union Bank Company, Columbus Grove, Ohio (“Bank”) in March 2003, the Company is now a one-bank holding company, as that term is defined by the Federal Reserve Board. Effective February 1, 2007, the Bank formed a wholly-owned subsidiary, UBC Investments, Inc. (“UBC”) to hold and manage its securities portfolio. The operations of UBC are located in Wilmington, Delaware. Effective, December 4, 2009, the Bank formed a wholly-owned subsidiary UBC Property, Inc. to hold and manage certain property that was acquired in lieu of foreclosure. Through its subsidiary, the Bank, the Corporation is engaged in the business of commercial banking and offers a full range of commercial banking services.

The Union Bank Company is an Ohio state-chartered bank, which serves Allen, Hancock, Putnam, Sandusky, Van Wert and Wood Counties, with office locations in Bowling Green, Columbus Grove, Delphos, Findlay, Gibsonburg, Kalida, Leipsic, Lima, Ottawa, and Pemberville, Ohio.

MARKET PRICE AND DIVIDENDS ON COMMON STOCK

United Bancshares, Inc. has traded its common stock on the Nasdaq Markets Exchange under the symbol “UBOH” since March 2001. From January 2000 to March 2001, the Corporation’s common stock was traded on the Nasdaq Over-The-Counter Bulletin Board. Prior to January 2000, there was no established public trading market for United Bancshares, Inc. common stock. As of February 28, 2014, the common stock was held by 1,351 shareholders of record. Below are the trading highs and lows for the periods noted.

Year 2013	High		Low
First Quarter	$	13.00	$	9.67
Second Quarter	$	12.25	$	11.50
Third Quarter	$	13.22	$	11.77
Fourth Quarter	$	14.74	$	11.81

Year 2012	High		Low
First Quarter	$	8.48	$	6.71
Second Quarter	$	9.24	$	6.54
Third Quarter	$	9.23	$	8.65
Fourth Quarter	$	10.75	$	9.00

Dividends declared by United Bancshares, Inc. on its common stock during the past two years were as follows:

	2013		2012
First Quarter	$	.05	$	-
Second Quarter		.05		-
Third Quarter		.05		-
Fourth Quarter		.05		.05
Total	$	.20	$	.05

AVAILABILITY OF MORE INFORMATION

To obtain a copy, without charge, of the United Bancshares, Inc.’s annual report (Form 10-K) filed with the Securities and Exchange Commission, please write to:

Heather Oatman, Secretary

United Bancshares, Inc.

100 S. High Street

Columbus Grove, Ohio 45830

800-837-8111

UNITED BANCSHARES, INC.

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

	Years ended December 31,
	2013			2012			2011			2010			2009
	(Dollars in thousands, except per share data)

Statements of income:
Total interest income	$	19,854		$	22,591		$	26,461		$	30,264		$	32,867
Total interest expense		3,250			4,675			7,326			8,959			12,317
Net interest income		16,604			17,916			19,135			21,305			20,550
Provision for loan losses		(833	)		200			4,375			6,550			7,525

Net interest income after provision for loan losses		17,437			17,716			14,760			14,755			13,025
Total non-interest income		4,468			4,353			3,831			3,718			4,492
Total non-interest expenses		16,024			16,513			15,546			15,522			14,478
Income before federal income taxes		5,881			5,556			3,045			2,951			3,039
Federal income taxes		1,240			1,071			102			143			156

Net income	$	4,641		$	4,485		$	2,943		$	2,808		$	2,883
Per share of common stock:
Net income - basic	$	1.35		$	1.30		$	0.85		$	0.82		$	0.84
Dividends		0.20			0.05			-			0.45			0.60
Book value	$	18.31		$	18.62		$	17.34		$	15.97		$	15.76

Average shares outstanding – basic		3,446,662			3,446,133			3,445,469			3,444,703			3,443,093

Year end balances:
Loans (1)	$	295,737		$	307,402		$	340,700		$	383,907		$	407,815
Securities (2)		201,974			182,502			156,850			145,334			143,480
Total assets		556,235			572,448			587,045			612,617			616,405
Deposits		468,000			471,199			480,486			488,651			469,668
Shareholders' equity		63,008			64,170			59,748			55,005			54,279

Average balances:
Loans (1)		299,379			325,114			360,669			398,378			417,913
Securities (2)		192,578			167,766			151,736			149,748			139,373
Total assets		561,757			568,466			593,465			625,281			612,943
Deposits		462,368			464,448			481,600			493,089			462,742
Shareholders' equity		63,364			62,034			57,429			55,846			52,862

Selected ratios:
Net yield on average interest-earning assets (3)		3.38	%		3.55	%		3.64	%		3.85	%		3.75	%
Return on average assets		0.83	%		0.79	%		0.50	%		0.45	%		0.47	%
Return on average shareholders equity		7.33	%		7.23	%		5.12	%		5.03	%		5.45	%
Net loan charge-offs as a percentage of average outstanding net loans		0.71	%		0.58	%		1.07	%		0.84	%		1.42	%
Allowance for loan losses as a percentage of year end loans		1.36	%		2.27	%		2.51	%		2.09	%		1.18	%
Shareholders' equity as a percentage of total assets		11.33	%		11.21	%		10.18	%		8.98	%		8.81	%

Notes:

	1)	Includes loans held for sale.
	2)	Includes Federal Home Loan Bank Stock.
	3)	Net yield on average interest-earning assets was computed on a tax-equivalent basis.
	4)	Financial data for 2010 includes the impact of the March 2010 Findlay branch acquisition.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides additional information relating to the financial condition and results of operations of United Bancshares, Inc.

PERFORMANCE SUMMARY

Consolidated net income for United Bancshares, Inc. (the “Corporation”) and its wholly-owned subsidiary, The Union Bank Company (the “Bank”), was $4.6 million in 2013 compared to $4.5 million in 2012 and $2.9 million in 2011.

Net income in 2013 as compared to 2012 was favorably impacted by a $1.0 million decrease in the provision for loan losses, a $489,000 decrease in non-interest expenses and a $114,000 increase in non-interest income, and unfavorably impacted by a $1.3 million decrease in net interest income and a $169,000 increase in the provision for income taxes. The decrease in the provision for loan losses is more fully explained in the “Provision for Loan Losses and the Allowance for Loan Losses” section. The decrease in net interest income is due to a decline in the Corporation’s net interest margin from 3.55% in 2012 to 3.38% in 2013, as well as a decrease in the level of average interest-earning assets in 2013 as compared to 2012.

The Corporation’s return on average assets was .83% in 2013, compared to .79% in 2012, and .50% in 2011. The Corporation’s return on average shareholders’ equity was 7.33% in 2013, 7.23% in 2012, and 5.12% in 2011. Basic net income per share was $1.35 per share in 2013, an increase of $0.05 per share from $1.30 in 2012. Basic net income per share of $1.30 in 2012 represented an increase of $0.45 per share from $0.85 in 2011. Changes in these amounts from year to year were generally reflective of changes in the level of net income.

The Corporation’s assets decreased to $556.2 million at December 31, 2013, compared to $572.4 million at December 31, 2012. Loans decreased $9.1 million, or 3%, to $295.3 million at December 31, 2013, compared to $304.4 million at December 31, 2012. The decrease in loans resulted from continued soft loan demand in the Corporation’s market area, and $2.1 million of net loan charge-offs recognized in 2013. Deposits decreased $3.2 million, or 0.7%, to $468 million at December 31, 2013, from $471.2 million at December 31, 2012. Shareholders' equity at December 31, 2013 was $63 million, a 1.8% decrease compared to $64.2 million at December 31, 2012.

RESULTS OF OPERATIONS – 2013 Compared to 2012

Net Interest Income

Net interest income, which represents the revenue generated from interest-earning assets in excess of the interest cost of funding those assets, is the Corporation's principal source of income. Net interest income is influenced by market interest rate conditions and the volume and mix of interest-earning assets and interest-bearing liabilities. Many external factors affect net interest income and typically include the strength of client loan demand, client preference for individual deposit account products, competitors’ loan and deposit product offerings, the national and local economic climates, and Federal Reserve monetary policy.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)

Net Interest Income, Continued

Net interest income for 2013 was $16.6 million, a decrease of $1.3 million (7.3%) from 2012. The decrease in net interest income was primarily due to a decrease in the Corporation’s net interest margin. The average yield on loans for 2013 decreased to 5.09% compared to 5.51% in 2012, and the average rate on interest-bearing liabilities decreased to 0.77% in 2013 from 1.06% in 2012. Net Interest Income was also negatively impacted by the $9.1 million decrease in gross loans, but favorably impacted by the $10.6 million decrease in non-accrual loans. The Corporation also decreased cash by investing in the securities portfolio, which increased $19.5 million during 2013. The effect of these and other factors resulted in the net interest yield on average interest-earning assets, on a tax-equivalent basis, decreasing in 2013 to 3.38% from 3.55% in 2012.

Provision for Loan Losses and the Allowance for Loan Losses

The Corporation’s loan policy provides guidelines for managing both credit risk and asset quality. The policy details acceptable lending practices, establishes loan-grading classifications, and prescribes the use of a loan review process. The Corporation has a credit administration department that performs regular credit file reviews which facilitate the timely identification of problem or potential problem credits, ensure sound credit decisions, and assist in the determination of the allowance for loan losses. The Corporation also engages an outside credit review firm to supplement the credit analysis function and to provide an independent assessment of the loan review process. The loan policy, loan review process, and credit analysis function facilitate management's evaluation of the credit risk inherent in the lending function.

As mentioned, ongoing reviews are performed to identify potential problem and nonperforming loans and also provide in-depth analysis with respect to the quarterly allowance for loan losses calculation. Part of this analysis involves assessing the need for specific reserves relative to impaired loans. This evaluation typically includes a review of the recent performance history of the credit, a comparison of the estimated collateral value in relation to the outstanding loan balance, the overall financial strength of the borrower, industry risks pertinent to the borrower, and competitive trends that may influence the borrower’s future financial performance. Loans are considered impaired when, based upon the most current information available, it appears probable that the borrower will not be able to make payments according to the contractual terms of the loan agreement. Impaired loans are recorded at the observable market price of the loan, the fair value of the underlying collateral (if the loan is collateral dependent), or the present value of the expected future cash flows discounted at the loan's effective interest rate. Given that the Corporation’s impaired loans are typically collateralized by real estate or other borrower assets, the fair value of individual impaired loans is most often based upon the underlying collateral value net of estimated selling costs. Large groups of smaller balance homogenous loans are collectively evaluated for impairment.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)

Provision for Loan Losses and the Allowance for Loan Losses, Continued

To determine the allowance for loan losses, the Corporation prepares a detailed analysis that focuses on delinquency trends, the status of nonperforming loans (i.e., impaired, nonaccrual, restructured, and past due 90 days or more), current and historical trends of charged-off loans within each loan category (i.e., commercial, real estate, and consumer), existing local and national economic conditions, and changes within the volume and mix in each loan category. Higher loss rates are applied in calculating the allowance for loan losses relating to potential problem loans. Loss rates are periodically evaluated considering historic loss rates in the respective potential problem loan categories (i.e., special mention, substandard, doubtful) and current trends.

Regular provisions are made in amounts sufficient to maintain the balance in the allowance for loan losses at a level considered by management to be adequate for losses within the portfolio. Even though management uses all available information to assess possible loan losses, future additions or reductions to the allowance may be required as changes occur in economic conditions and specific borrower circumstances. The regulatory agencies that periodically review the Corporation’s allowance for loan losses may also require additions to the allowance or the charge-off of specific loans based upon the information available to them at the time of their examinations.

The allowance for loan losses at December 31, 2013 was $4.0 million, or 1.36% of total loans, compared to $6.9 million, or 2.27% of total loans at December 31, 2012. The change in the allowance for loan losses during 2013 included an $833,000 negative provision for loan losses charged to operations and loan charge-offs, net of recoveries, of $2.1 million.

The provision for loan losses charged to operations is determined by management after considering the amount of net losses incurred as well as management’s estimation of losses inherent in the portfolio based on an evaluation of loan portfolio risk and current economic factors. The negative provision for loan losses of $833,000 in 2013 compares to a provision of $200,000 million in 2012. The decrease in the provision for loan losses resulted primarily from declining historic loss rates, which are used to calculate the reserve for the homogenous pool of loans, a decrease in risk rated loans and an overall decrease in the loan portfolio. The negative provision during the year ended December 31, 2013 was also warranted as a result of an improving market value on collateral held against one impaired loan, an individual credit that had a specific reserve becoming pass rated during the third quarter and an individual credit with a specific reserve that paid off during the fourth quarter.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)

Provision for Loan Losses and the Allowance for Loan Losses, Continued

The Corporation considers a loan to be impaired when it becomes probable that the Corporation will be unable to collect under the contractual terms of the loan, based on current information and events. Impaired loans, principally consisting of commercial and commercial real estate credits, amounted to $2.8 million at December 31, 2013 compared to $15.6 million at December 31, 2012, a decrease of $12.8 million. Impaired loans at December 31, 2013, included $2.1 million of loans with no specific reserves included in the allowance for loan losses and $660,000 of loans with specific reserves of $179,000 included in the Corporation’s December 31, 2013 allowance for loan losses. Impaired loans at December 31, 2013 with no specific reserves include $2.2 million of loan charge-offs during 2013. Impaired loans at December 31, 2012, included $3.1 million of loans with no specific reserves included in the allowance for loan losses and $12.5 million of loans with specific reserves of $2.9 million included in the Corporation’s December 31, 2012 allowance for loan losses. Impaired loans at December 31, 2012 with no specific reserves include $359,000 of loans which were charged down during 2012.

In addition to impaired loans, the Corporation had other potential problem credits of $13.4 million at December 31, 2013 compared to $17.1 million at December 31, 2012, a decrease of $3.7 million (21.6%). The Corporation’s credit administration department continues to closely monitor these credits.

Non-Interest Income

Total non-interest income increased $115,000 (2.6%) to $4.5 million in 2013 from $4.4 million in 2012. With the exception of net securities gains, most of the components of non-interest income are recurring, although certain components are more susceptible to change than others. Net securities gains decreased in 2013 to $134,000 compared to $268,000 in 2012.

Significant recurring components of non-interest income include service charges on deposit accounts, secondary market lending activities, and increases in the cash surrender value of life insurance. Service charges on deposit accounts increased $106,000 (9.2%) to $1,252,000 in 2013 compared to $1,146,000 in 2012. This increase is largely attributable to changes in customer overdraft behaviors.

The Corporation has elected to sell in the secondary market substantially all fixed rate residential real estate loans originated, and typically retains the servicing rights relating to such loans. During 2013, gain on sale of loans was $719,000, including $313,000 of capitalized servicing rights. Gain on sale of loans was $1,297,000 in 2012, including $445,000 of capitalized servicing rights. The significant decrease in gain on sale of loans was attributable to a decrease in loan demand during 2013 with loan sales in 2013 amounting to $31.9 million compared to $68.9 million in 2012. The Corporation’s serviced portfolio increased $1.2 million during 2013 to $176.8 million at December 31, 2013. The earnings rate used in determining the fair value of servicing at December 31, 2013 was 0.25% compared to 1.0% at December 31, 2012. The earnings rate was decreased to reflect changes in the observable market.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)

Non-Interest Income, Continued

The Corporation reports its mortgage servicing rights using the fair value measurement method. As a result, the Corporation recognized a $316,000 increase in the fair value of mortgage servicing rights during 2013, compared to a $16,000 increase in the fair value of mortgage servicing rights in 2012. Prepayment assumptions are a key valuation input used in determining the fair value of mortgage servicing rights. While prepayment assumptions are constantly subject to change, such changes typically occur within a relatively small parameter from period to period. The prepayment assumptions used in determining the fair value of servicing are based on the Public Securities Association (PSA) Standard Prepayment Model. At December 31, 2013 the PSA factor was 164 compared to 398 at December 31, 2012.

Other operating income increased $433,000 (3.6%) to $1.6 million in 2013 from $1.2 million in 2012. The increase in non-interest income for the year ended December 31, 2013 includes recognition of a $178,000 signing bonus that was received as a result of converting the Corporation’s debit cards and a $156,000 increase in debit card fee income.

Non-Interest Expenses

Total non-interest expenses amounted to $16,024,000 in 2013, compared to $16,513,000 in 2012, a decrease of $489,000 (3%). The decrease in non-interest expenses for the year ended December 31, 2013 was primarily attributable to a $317,000 decrease in salaries and benefits, a $455,000 decrease in other real estate owned expenses, a $372,000 decrease in FDIC premium expenses, a $285,000 decrease in deposit losses and recoveries and a $191,000 decrease in data processing offset by a $1,111,000 increase in miscellaneous expenses resulting from a $985,000 prepayment penalty for payment of a $10 million Federal Home Loan Corporation advance during the fourth quarter of 2013.

The significant components of other operating expenses are summarized in Note 10 to the consolidated financial statements.

Provision for Income Taxes

The provision for income taxes for 2013 was $1,240,000, an effective tax rate of 21.1%, compared to $1,071,000 in 2012, an effective rate of 19.3%. The Corporation’s effective tax rate was reduced from the federal statutory rate of 34% as a result of tax-exempt securities and loan interest income (10.7%) and life insurance contracts (2.4%). At December 31, 2013, the Corporation has available alternative minimum tax credits of $614,000 which can be used in the future to the extent regular tax exceeds the alternative minimum tax.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL POSITION – 2013 Compared to 2012

Securities

Management monitors the earnings performance and liquidity of the securities portfolio on a regular basis through Asset/Liability Committee (ALCO) meetings. As a result, all securities, except Federal Home Loan Bank of Cincinnati (FHLB) stock, have been designated as available-for-sale and may be sold if needed for liquidity, asset-liability management or other reasons. Such securities are reported at fair value, with any net unrealized gains or losses reported as a separate component of shareholders’ equity, net of related income taxes.

Securities, including FHLB stock, totaled $202 million at December 31, 2013 compared to $182.5 million at December 31, 2012, an increase of $19.5 million (10.7%). The amortized cost of the securities portfolio increased $27.1 million in 2013, and the Corporation experienced net unrealized losses on securities of $7.5 million during 2013.

The Corporation is required to maintain a certain level of FHLB stock based on outstanding borrowings from the FHLB. FHLB stock is considered a restricted security which is carried at cost and evaluated periodically for impairment. There were no purchases or sales of FHLB stock during 2013.

At December 31, 2013, the Corporation’s investment securities portfolio included $66.5 million in U.S. states and political subdivisions, which comprises 105.6% of shareholders’ equity. The largest exposure to any one state is $10.9 million or 16%, issued within the state of Ohio. The Corporation’s procedures for evaluating investments in securities issued by states, municipalities and political subdivisions are in accordance with guidance issued by the Board of Governors of the Federal Reserve System, “Investing in Securities without Reliance on Nationally Recognized Statistical Rating Agencies” (SR 12-15) and other regulatory guidance. Credit ratings are considered in our analysis only as a guide to the historical default rate associated with similarly-rated bonds. There have been no significant differences in our internal analyses compared with the ratings assigned by the third party credit rating agencies.

At December 31, 2013, net unrealized losses on available-for-sale securities amounted to $2.1 million compared to net unrealized gains on available for sale securities of $5.6 million at December 31, 2012. At December 31, 2013, the Corporation held one hundred and sixty securities which were in a loss position with the fair value and gross unrealized losses of such securities amounting to $118.6 million and $4.3 million, respectively. Management has considered the current interest rate environment, typical volatilities in the bond market, and the Corporation’s liquidity needs in the near term in concluding that the impairment on these securities is temporary.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL POSITION – 2013 Compared to 2012 (CONTINUED)

Loans

At December 31, 2013, total loans, including loans held for sale, amounted to $295.7 million compared to $307.4 million at December 31, 2012, a decrease of $11.7 million (3.8%). All categories within the loan portfolio decreased during 2013, with residential real estate decreasing $2.1 million (3.6%), commercial loans decreasing $1.9 million (1%), agriculture loans decreasing $4.7 million (10.9%), and consumer loans decreasing $462,000 (10.5%). The overall decrease in the loan portfolio is attributable to continued slow economic conditions experienced throughout the Corporation’s market area.

Other Assets

During 2013, other real estate owned (OREO) decreased $900,000 to $668,000 at December 31, 2013, compared to $1.6 million at December 31, 2012. During 2013, no loans were transferred to OREO. Throughout 2013, the Corporation evaluated its OREO portfolio and made $220,000 of impairment adjustments. The Corporation also sold two properties from OREO and received net proceeds of $694,000 resulting in net gain on sales of $14,000.

Deposits

Total deposits at December 31, 2013 amounted to $468 million, a decrease of $3.2 million (0.7%) compared with total deposits of $471.2 million at December 31, 2012. The decrease in deposits includes a $12 million decrease in interest bearing deposits offset by an $8.8 million increase in non-interest bearing deposits.

Other Borrowings

The Corporation also utilizes other borrowings as an alternative source of funding, as necessary, to support asset growth and periodic deposit shrinkage. Other borrowings, consisting of FHLB advances and customer repurchase agreements, amounted to $12.1 million at December 31, 2013, compared to $22.6 million at December 31, 2012, a decrease of $10.5 million (46.5%). The decrease in other borrowings included $10 million of repayments of FHLB borrowings, and a $457,000 decrease in customer repurchase agreements.

RESULTS OF OPERATIONS – 2012 Compared to 2011

Net interest income for 2012 was $17.9 million, a decrease of $1.2 million (6.4%) from 2011. The decrease in net interest income was primarily due to a decrease in the Corporation’s net interest margin. The average yield on loans for 2012 decreased to 5.51% compared to 5.87% in 2011, and the average rate on interest-bearing liabilities decreased to 1.06% in 2012 from 1.53% in 2011. The effect of these and other factors resulted in the net interest yield on average interest-earning assets, on a tax-equivalent basis, decreasing in 2012 to 3.55% from 3.64% in 2011.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS – 2012 Compared to 2011 (CONTINUED)

The allowance for loan losses at December 31, 2012 was $6.9 million, or 2.27% of total loans, compared to $8.5 million, or 2.53% of total loans at December 31, 2011. The change in the allowance for loan losses during 2012 included a $200,000 provision for loan losses charged to operations and loan charge-offs, net of recoveries, of $1.8 million.

Impaired loans, principally consisting of commercial and commercial real estate credits, amounted to $15.6 million at December 31, 2012 compared to $21 million at December 31, 2011, a decrease of $5.4 million. Impaired loans at December 31, 2012, included $3.1 million of loans with no specific reserves included in the allowance for loan losses and $12.5 million of loans with specific reserves of $2.9 million included in the Corporation’s December 31, 2012 allowance for loan losses. Impaired loans at December 31, 2012 with no specific reserves include $359,000 of loans which were charged down during 2012. Impaired loans at December 31, 2011, included $7.7 million of loans with no specific reserves included in the allowance for loan losses and $13.3 million of loans with specific reserves of $2 million included in the Corporation’s December 31, 2011 allowance for loan losses. Impaired loans at December 31, 2011 with no specific reserves include $2.3 million of loans which were charged down during 2011.

In addition to impaired loans, the Corporation had other potential problem credits of $17.1 million at December 31, 2012 compared to $19.3 million at December 31, 2011, a decrease of $2.2 million (17.3%). The Corporation’s credit administration department continues to closely monitor these credits.

Total non-interest income increased $523,000 (13.6%) to $4.3 million in 2012 from $3.8 million in 2011. With the exception of net securities gains, most of the components of non-interest income are recurring, although certain components are more susceptible to change than others. Net securities gains decreased in 2012 to $268,000 compared to $897,000 in 2011.

Significant recurring components of non-interest income include service charges on deposit accounts, secondary market lending activities, and increases in the cash surrender value of life insurance. Service charges on deposit accounts increased $47,000 (4.3%) to $1,146,000 in 2012 compared to $1,099,000 in 2011. This increase appears to be largely attributable to changes in customer overdraft behaviors.

During 2012, gain on sale of loans was $1,297,000, including $445,000 of capitalized servicing rights. Gain on sale of loans was $493,000 in 2011, including $168,000 of capitalized servicing rights. The significant increase in gain on sale of loans was attributable to an increase in loan sales activities during 2012 with loan sales in 2012 amounting to $68.9 million compared to $26.7 million in 2011. The Corporation’s serviced portfolio increased $11 million during 2012 to $175.6 million at December 31, 2012.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS – 2012 Compared to 2011 (CONTINUED)

The Corporation recognized a $16,000 increase in the fair value of mortgage servicing rights during 2012, compared to a $315,000 decrease in the fair value of mortgage servicing rights in 2011, a comparative $331,000 favorable impact on income before income taxes. Prepayment assumptions are a key valuation input used in determining the fair value of mortgage servicing rights. While prepayment assumptions are constantly subject to change, such changes typically occur within a relatively small parameter from period to period. The prepayment assumptions used in determining the fair value of servicing are based on the Public Securities Association (PSA) Standard Prepayment Model. At December 31, 2012 the PSA factor was 398 compared to 465 at December 31, 2011.

Total non-interest expenses amounted to $16,513,000 in 2012, compared to $15,546,000 in 2011, an increase of $967,000 (6.2%). The increase in non-interest expenses for the year ended December 31, 2012 was primarily attributable to a $621,000 increase in salaries and benefits, a $309,000 increase in deposit losses, a $200,000 increase in other real estate owned expenses, a $92,000 increase in ATM/debit card processing expenses, and an $82,000 increase in loan closing fees, offset by a $243,000 decrease in FDIC premium expenses and a $136,000 decrease in asset management legal expenses.

The provision for income taxes for 2012 was $1,071,000, an effective tax rate of 19.3%, compared to $102,000 in 2011, an effective rate of 3.4%. The Corporation’s effective tax rate was reduced from the federal statutory rate of 34% as a result of tax-exempt securities and loan interest income (11%), life insurance contracts (2.6%), and a reduction in the reserve for uncertain tax positions (1.2%). At December 31, 2012, the Corporation has available alternative minimum tax credits of $432,000 which can be used in the future to the extent regular tax exceeds the alternative minimum tax.

FINANCIAL POSITION – 2012 Compared to 2011

Securities, including FHLB stock, totaled $182.5 million at December 31, 2012 compared to $156.8 million at December 31, 2011, an increase of $25.7 million (16.4%). The amortized cost of the securities portfolio increased $25.5 million in 2012, and the Corporation experienced net unrealized gains on securities of $151,000 during 2012.

At December 31, 2012, net unrealized gains on available-for-sale securities amounted to $5.6 million compared to net unrealized gains on available for sale securities of $5.5 million at December 31, 2011. At December 31, 2012, the Corporation held twenty-four securities which were in a loss position with the fair value and gross unrealized losses of such securities amounting to $14.1 million and $88,000, respectively. Management has considered the current interest rate environment, typical volatilities in the bond market, and the Corporation’s liquidity needs in the near term in concluding that the impairment on these securities is temporary.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL POSITION – 2012 Compared to 2011 (CONTINUED)

At December 31, 2012, total loans, including loans held for sale, amounted to $307.4 million compared to $340.7 million at December 31, 2011, a decrease of $33.3 million (9.8%). All categories within the loan portfolio decreased during 2012, with residential real estate decreasing $3.8 million (6.1%), commercial loans decreasing $25.1 million (11.2%), agriculture loans decreasing $3.6 million (7.7%), and consumer loans decreasing $1 million (18.5%). The overall decrease in the loan portfolio is attributable to continued slow economic conditions experienced throughout the Corporation’s market area.

During 2012, other real estate owned (OREO) decreased $1.2 million to $1.6 million at December 31, 2012, compared to $2.8 million at December 31, 2011. During 2012, $421,000 of loans was transferred to OREO. Throughout 2012, the Corporation evaluated its OREO portfolio and made $564,000 of impairment adjustments. The Corporation also sold several properties from OREO and received net proceeds of $1.1 million resulting in net loss on sales of $64,000.

Total deposits at December 31, 2012 amounted to $471.2 million, a decrease of $9.3 million (1.9%) compared with total deposits of $480.5 million at December 31, 2011. The decrease in deposits includes a $20.8 million decrease in interest bearing deposits offset by a $11.5 million increase in non-interest bearing deposits.

Other borrowings, consisting of FHLB advances and customer repurchase agreements, amounted to $22.6 million at December 31, 2012, compared to $32.8 million at December 31, 2011, a decrease of $10.2 million (31.1%). The decrease in other borrowings included $10.1 million of repayments of FHLB borrowings, and a $159,000 decrease in customer repurchase agreements.

LIQUIDITY

Liquidity relates primarily to the Corporation’s ability to fund loan demand, meet the withdrawal requirements of deposit customers, and provide for operating expenses. Assets used to satisfy these needs consist of cash and due from banks, federal funds sold, securities available-for-sale, and loans held for sale. A large portion of liquidity is provided by the ability to sell or pledge securities. Accordingly, the Corporation has designated all securities other than FHLB stock as available-for-sale. A secondary source of liquidity is provided by various lines of credit facilities available through correspondent banks and the Federal Reserve. Another source of liquidity is represented by loans that are available to be sold. Certain other loans within the Corporation’s loan portfolio are also available to collateralize borrowings.

The consolidated statements of cash flows for the years presented provide an indication of the Corporation’s sources and uses of cash as well as an indication of the ability of the Corporation to maintain an adequate level of liquidity. A discussion of cash flows for 2013, 2012, and 2011 follows.

The Corporation generated cash from operating activities of $5.1 million in 2013, $7.3 million in 2012, and $9.6 million in 2011.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY (CONTINUED)

Net cash flows from investing activities amounted to $(18.1) million in 2013, $5.1 million in 2012, and $30.2 million in 2011. Significant investing cash flow activities in 2013 included $27.8 million of net cash outflows resulting from securities purchases, net of proceeds received from sales and maturities. Significant investing cash inflow activities in 2013 resulted from a $9.6 million decrease in loans. Significant investing cash outflow activities in 2012 included $26.2 million of net cash outflows resulting from securities purchases, net of proceeds received from sales and maturities. Investing cash inflows of $31 million resulted from a decrease in loans and $1 million from the sale of other real estate owned. Significant investing cash outflow activities in 2011 included $8.6 million of net cash outflows resulting from securities purchases, net of proceeds received from sales and maturities, and $1.7 million resulting from the purchase of certificates of deposit. Investing cash inflows of $38.9 million resulted from a decrease in loans and $1.9 million from the sale of other real estate owned.

Net cash flows from financing activities amounted to $(14.5) million in 2013, $(19.7) million in 2012, and $(31.1) million in 2011. Net cash used in financing activities in 2013 primarily resulted from $10 million of repayment on FHLB borrowings and a $3.2 million decrease in deposits. Net cash used in financing activities in 2012 primarily resulted from $10 million of repayment on FHLB borrowings and a $9.3 million decrease in deposits. Net cash used in financing activities in 2011 primarily resulted from $17 million of repayment on FHLB borrowings, $8.1 million decrease in deposits, and $6 million decrease in customer repurchase agreements.

ASSET LIABILITY MANAGEMENT

Closely related to liquidity management is the management of interest-earning assets and interest-bearing liabilities. The Corporation manages its rate sensitivity position to avoid wide swings in net interest margins and to minimize risk due to changes in interest rates.

The difference between a financial institution’s interest rate sensitive assets (assets that will mature or reprice within a specific time period) and interest rate sensitive liabilities (liabilities that will mature or reprice within the same time period) is commonly referred to as its “interest rate sensitivity gap” or, simply, its “gap”. An institution having more interest rate sensitive assets than interest rate sensitive liabilities within a given time interval is said to have a “positive gap”. This generally means that, when interest rates increase, an institution’s net interest income will increase and, when interest rates decrease, the institution’s net interest income will decrease. An institution having more interest rate sensitive liabilities than interest rate sensitive assets within a given time interval is said to have a “negative gap”. This generally means that, when interest rates increase, the institution’s net interest income will decrease and, when interest rates decrease, the institution’s net interest income will increase. The Corporation’s one year cumulative gap at December 31, 2013 is approximately 85% which means the Corporation has more liabilities than assets re-pricing within one year.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EFFECTS OF INFLATION

The assets and liabilities of the Corporation are primarily monetary in nature and are more directly affected by fluctuations in interest rates than inflation. Movement in interest rates is a result of the perceived changes in inflation as well as monetary and fiscal policies. Interest rates and inflation do not necessarily move with the same velocity or within the same period; therefore, a direct relationship to the inflation rate cannot be shown. The financial information presented in the Corporation’s consolidated financial statements has been presented in accordance with accounting principles generally accepted in the United States, which require that the Corporation measure financial position and operating results primarily in terms of historical dollars.

SIGNIFICANT ACCOUNTING POLICIES

The Corporation’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the commercial banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements. These estimates, assumptions, and judgments are based upon the information available as of the date of the financial statements.

The Corporation’s most significant accounting policies are presented in Note 1 to the consolidated financial statements. These policies, along with other disclosures presented in the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis, provide information about how significant assets and liabilities are valued in the financial statements and how those values are determined. Management has identified the determination of the allowance for loan losses, valuation of goodwill and mortgage servicing rights, and fair value of securities and other financial instruments as the areas that require the most subjective and complex estimates, assumptions and judgments and, as such, could be the most subjective to revision as new information becomes available.

As previously noted, a detailed analysis to assess the adequacy of the allowance for loan losses is performed. This analysis encompasses a variety of factors including the potential loss exposure for individually reviewed loans, the historical loss experience for each loan category, the volume of non-performing loans, the volume of loans past due 30 days or more, a segmentation of each loan category by internally-assigned risk grades, an evaluation of current local and national economic conditions, any significant changes in the volume or mix of loans within each category, a review of the significant concentrations of credit, and any legal, competitive, or regulatory concerns.

Management considers the valuation of goodwill resulting from the 2003 Gibsonburg and Pemberville and the 2010 Findlay branch acquisitions through an annual impairment test which considers, among other things, the assets and equity of the Corporation as well as price multiples for sales transactions involving other local financial institutions. Management engaged an independent valuation specialist to perform a goodwill impairment evaluation as of September 30, 2013, which supported management’s assessment that no impairment adjustments to goodwill were warranted. To date, none of the goodwill evaluations have revealed the need for an impairment charge. Management does not believe that any significant conditions have changed relating to the goodwill assessment through December 31, 2013.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Mortgage servicing rights are recognized when acquired through sale of mortgage loans and are reported at fair value. Changes in fair value are reported in net income for the period the changes occur. The Corporation generally estimates fair value for servicing rights based on the present value of future expected cash flows, using management’s best estimates of the key assumptions – credit losses, prepayment speeds, servicing costs, earnings rate and discount rates commensurate with the risks involved. The Corporation has engaged an independent consultant to calculate the fair value of mortgage servicing rights on a quarterly basis. Management regularly reviews the calculation, including assumptions used in making the calculation, and discusses with the consultant. Management also reconciles information used by the consultant, with respect to the Corporation’s serviced portfolio, to the Corporation’s accounting records.

The Corporation reviews securities prices and fair value estimates of other financial instruments supplied by an independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. The Corporation’s securities portfolio primarily consists of U.S. Government agencies, and political subdivision obligations, and mortgage backed securities. Pricing for such instruments is typically based on models with observable inputs. From time to time, the Corporation will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from other third-party sources or derived using internal models. The Corporation also considers the reasonableness of inputs for financial instruments that are priced using unobservable inputs.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

A summary of new accounting standards adopted or subject to adoption in 2013, as well as newly-issued but not effective accounting standards at December 31, 2013, is presented in Note 2 to the consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS

The following table summarizes loan commitments, including letters of credit, as of December 31, 2013:

	Amount of commitment to expire per period
	Total		Less than		1 – 3		4 – 5		Over
	Amount		1 year		years		years		5 years
	(Dollars in thousands)
Type of commitment
Commercial lines-of-credit	$	37,883	$	37,442	$	405	$	35	$	-
Real estate lines-of-credit		36,883		2,041		3,300		3,731		27,812
Consumer lines-of-credit		331		-		-		-		331
Letters of Credit		1,225		1,225		-		-		-

Total commitments	$	76,322	$	40,708	$	3,705	$	3,766	$	28,143

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS (CONTINUED)

As indicated in the preceding table, the Corporation had $76.3 million in total loan commitments at December 31, 2013, with $40.7 million of that amount expiring within one year. All lines-of-credit represent either fee-paid or legally binding loan commitments for the loan categories noted. Letters-of-credit are also included in the amounts noted in the table since the Corporation requires that each letter-of-credit be supported by a loan agreement. The commercial and consumer lines represent both unsecured and secured obligations. The real estate lines are secured by mortgages in residential and nonresidential property. Many of the commercial lines are due on a demand basis, and are established for seasonal operating purposes. It is anticipated that a significant portion of these lines will expire without being drawn upon.

The following table summarizes the Corporation’s contractual obligations as of December 31, 2013:

	Payments due by period
	Total		Less than		1– 3		4 – 5		Over
	Amount		1 year		years		years		5 years
	(Dollars in thousands)
Contractual obligations
Long-term debt	$	17,800	$	-	$	-	$	7,500	$	10,300
Capital leases		-		-		-		-		-
Operating leases		-		-		-		-		-
Unconditional purchase obligations		-		-		-		-		-
Time deposits		172,348		86,977		66,664		17,477		1,230
Deposits without stated maturities		295,652		-		-		-		295,652
Other long-term liabilities reflected under GAAP		256		20		49		62		125

Total obligations	$	486,056	$	86,997	$	66,713	$	25,039	$	307,307

Long-term debt presented in the preceding table is comprised of a $7.5 million borrowing from the FHLB, and $10.3 million from the issuance of junior subordinated deferrable interest debentures.

The FHLB borrowing includes a note that requires monthly interest payments, with principal due at maturity, as disclosed in Note 8 to the consolidated financial statements. The outstanding FHLB borrowing at December 31, 2013 consists of an advance with a fixed interest rate. Certain fixed rate obligations have variable options that stipulate a prepayment penalty if the note’s interest rate exceeds the current market rate for similar borrowings at the time of repayment. As a note matures, the Corporation evaluates the liquidity and interest-rate circumstances at that point in time to determine whether to pay-off or renew the note. The evaluation process typically includes the strength of current and projected customer loan demand, the current federal funds sold or purchased position, projected cash flows from maturing securities, the current and projected market interest rate environment, local and national economic conditions, and customer demand for deposit product offerings. The $7.5 million fixed rate advance at December 31, 2013 can be put back at the option of the FHLB.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS (CONTINUED)

Time deposits and deposits without stated maturities included in the preceding table are comprised of customer deposit accounts. Management believes that they have the ability to attract and retain deposit balances by adjusting the interest rates offered.

The other long-term liabilities reflected under GAAP, as noted in the preceding table, represents the Corporation ’s agreement with its current Chairman of the Board of Directors to provide for retirement compensation benefits as more fully described in Note 12 of the consolidated financial statements. At December 31, 2013, the net present value of future deferred compensation payments amounted to $256,000, which is included in other liabilities in the December 31, 2013 consolidated balance sheet.

As indicated in the table, the Corporation had no capital lease obligations as of December 31, 2013. The Corporation also has a non-qualified deferred compensation plan covering certain directors and officers, and has provided an estimated liability of $604,000 at December 31, 2013 for supplemental retirement benefits. Since substantially all participants under the plan are still active, it is not possible to determine the terms of the contractual obligations and, consequently, such liability is not included in the table.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The most significant market risk to which the Corporation is exposed is interest rate risk. The business of the Corporation and the composition of its balance sheet consist of investments in interest-earning assets (primarily loans and securities), which are funded by interest bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in the market rates of interest, resulting in market risk. None of the Corporation’s financial instruments are held for trading purposes.

The Corporation manages interest rate risk regularly through its Asset Liability Committee. The Committee meets on a regular basis and reviews various asset and liability management information, including but not limited to, the Corporation’s liquidity positions, projected sources and uses of funds, interest rate risk positions and economic conditions.

The Corporation monitors its interest rate risk through a sensitivity analysis, whereby it measures potential changes in its future earnings and the fair values of its financial instruments that may result from one or more hypothetical changes in interest rates. This analysis is performed by estimating the expected cash flows of the Corporation’s financial instruments using interest rates in effect at year-end. For the fair value estimates, the cash flows are then discounted to year-end to arrive at an estimated present value of the Corporation’s financial instruments. Hypothetical changes in interest rates are then applied to the financial instruments, and the cash flows and fair values are again estimated using these hypothetical rates. For the net interest income estimates, the hypothetical rates are applied to the financial instruments based on the assumed cash flows. The Corporation applies these interest rate “shocks” to its financial instruments up and down 200 and 300 and up 400 basis points.

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (CONTINUED)

The following table shows the Corporation’s estimated earnings sensitivity profile as of December 31, 2013:

Change in Interest Rates (basis points)		Percentage Change in Net Interest Income		Percentage Change in Net Income

	+200		-1.4%		-2.4%
	-200		-6.2%		-13.5%

	+300		-2.8%		-5.2%
	-300		N/A		N/A

	+400		-4.3%		-8.3%

Given a linear 200bp increase in the yield curve used in the simulation model, it is estimated that net interest income for the Corporation would decrease by 1.4% and net income would decrease by 2.4%. A 200bp decrease in interest rates would decrease net interest income by 6.2% and decrease net income by 13.5%. Given a linear 300bp increase in the yield curve used in the simulation model, it is estimated that net interest income for the Corporation would decrease by 2.8% and net income would decrease by 5.2%. A 300bp decrease in interest rates cannot be simulated at this time due to the historically low interest rate environment. A 400bp increase in interest rates would decrease net interest income by 4.3% and decrease net income by 8.3%. Management does not expect any significant adverse effect to net interest income in 2014 based on the composition of the portfolio and anticipated trends in rates.

OTHER INFORMATION

UNITED BANCSHARES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report includes certain forward-looking statements by the Corporation relating to such matters as anticipated operating results, prospects for new lines of business, technological developments, economic trends (including interest rates), and similar matters. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements, and the purpose of this paragraph is to secure the use of the safe harbor provisions. While the Corporation believes that the assumptions underlying the forward looking statements contained herein and in other public documents are reasonable, any of the assumptions could prove to be inaccurate, and accordingly, actual results and experience could differ materially from the anticipated results or other expectations expressed by the Corporation in its forward-looking statements. Factors that could cause actual results or experience to differ from results discussed in the forward-looking statements include, but are not limited to: economic conditions, volatility and direction of market interest rates, governmental legislation and regulation, material unforeseen changes in the financial condition or results of operations of the Corporation’s customers, customer reaction to and unforeseen complications with respect to the integration of acquisition, product design initiative, and other risks identified, from time-to-time in the Corporation’s other public documents on file with the Securities and Exchange Commission.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

United Bancshares, Inc.

Columbus Grove, Ohio

We have audited the accompanying consolidated balance sheets of United Bancshares, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Bancshares, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

Toledo, Ohio

March 19, 2014

UNITED BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2013 and 2012

	2013			2012
ASSETS

CASH AND CASH EQUIVALENTS
Cash and due from banks	$	13,698,325		$	10,605,662
Interest-bearing deposits in other banks		8,709,133			39,306,145

Total cash and cash equivalents		22,407,458			49,911,807

SECURITIES, available-for-sale		197,079,925			177,607,765
FEDERAL HOME LOAN BANK STOCK, at cost		4,893,800			4,893,800
CERTIFICATES OF DEPOSIT, at cost		2,739,000			2,490,000
LOANS HELD FOR SALE		423,720			2,957,060

LOANS		295,313,069			304,445,298
Less allowance for loan losses		4,014,391			6,917,605

Net loans		291,298,678			297,527,693

PREMISES AND EQUIPMENT, net		9,165,532			9,217,876
GOODWILL		8,554,979			8,554,979
CORE DEPOSIT INTANGIBLE ASSETS, net		132,786			173,643
CASH SURRENDER VALUE OF LIFE INSURANCE		14,173,138			13,761,183
OTHER REAL ESTATE OWNED		667,954			1,568,000
OTHER ASSETS, including accrued interest receivable		4,697,774			3,783,822

TOTAL ASSETS	$	556,234,744		$	572,447,628

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Deposits:
Non-interest bearing	$	86,752,995		$	77,924,051
Interest-bearing		381,247,070			393,275,063

Total deposits		468,000,065			471,199,114

Other borrowings		12,100,552			22,557,220
Junior subordinated deferrable interest debentures		10,300,000			10,300,000
Other liabilities		2,826,262			4,221,089

Total liabilities		493,226,879			508,277,423

SHAREHOLDERS’ EQUITY
Common stock, stated value $1.00, authorized 10,000,000 shares; issued 3,760,557 shares		3,760,557			3,760,557
Surplus		14,663,861			14,661,664
Retained earnings		50,807,689			46,855,865
Accumulated other comprehensive income (loss)		(1,358,205	)		3,697,363
Treasury stock, at cost, 318,506 shares in 2013 and 314,252 shares in 2012		(4,866,037	)		(4,805,244	)

Total shareholders’ equity		63,007,865			64,170,205

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	556,234,744		$	572,447,628

The accompanying notes are an integral part of the consolidated financial statements.

UNITED BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2013, 2012 and 2011

	2013			2012		2011
INTEREST INCOME
Loans, including fees	$	15,243,402		$	17,912,408	$	21,169,719
Securities:
Taxable		2,429,043			2,543,299		3,018,435
Tax-exempt		1,858,801			1,787,431		1,935,623
Other		322,681			348,274		337,218

Total interest income		19,853,927			22,591,412		26,460,995

INTEREST EXPENSE
Deposits		2,142,274			3,347,697		5,540,060
Borrowings		1,107,098			1,328,093		1,785,806

Total interest expense		3,249,372			4,675,790		7,325,866

Net interest income		16,604,555			17,915,622		19,135,129

PROVISION (CREDIT) FOR LOAN LOSSES		(832,925	)		200,000		4,375,000

Net interest income after provision for loan losses		17,437,480			17,715,622		14,760,129

NON-INTEREST INCOME
Service charges on deposit accounts		1,252,379			1,146,263		1,099,424
Gain on sale of loans		719,289			1,296,875		492,747
Net securities gains		134,177			267,513		896,764
Change in fair value of mortgage servicing rights		315,758			15,931		(314,566	)
Increase in cash surrender value of life insurance		411,955			425,596		456,584
Other operating income		1,634,438			1,201,374		1,199,969

Total non-interest income		4,467,996			4,353,552		3,830,922

NON-INTEREST EXPENSES
Salaries, wages and employee benefits		8,237,152			8,554,404		7,932,975
Occupancy expenses		1,555,242			1,474,140		1,505,033
Other operating expenses		6,231,878			6,484,813		6,108,398

Total non-interest expenses		16,024,272			16,513,357		15,546,406

Income before income taxes		5,881,204			5,555,817		3,044,645

PROVISION FOR INCOME TAXES		1,240,000			1,071,000		102,000

NET INCOME	$	4,641,204		$	4,484,817	$	2,942,645

NET INCOME PER SHARE (basic and diluted)	$	1.35		$	1.30	$	.85

The accompanying notes are an integral part of the consolidated financial statements.

UNITED BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2013, 2012 and 2011

	2013			2012			2011

NET INCOME	$	4,641,204		$	4,484,817		$	2,942,645

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) during period		(7,525,775	)		418,016			3,604,866
Reclassification adjustments for gains included in net income		(134,177	)		(267,513	)		(896,764	)
Other comprehensive income (loss), before income taxes		(7,659,952	)		150,503			2,708,102
Income tax benefit (expense) related to items of other comprehensive income (loss)		2,604,384			(51,171	)		(920,755	)

Other comprehensive income (loss)		(5,055,568	)		99,332			1,787,347

COMPREHENSIVE INCOME (LOSS)	$	(414,364	)	$	4,584,149		$	4,729,992

The accompanying notes are an integral part of the consolidated financial statements.

UNITED BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years Ended December 31, 2013, 2012 and 2011

	Common stock		Surplus		Retained earnings			Accumulated other comprehensive income			Treasury stock			Total
BALANCE AT DECEMBER 31, 2010	$	3,760,557	$	14,660,000	$	39,600,718		$	1,810,684		$	(4,826,896	)	$	55,005,063

Comprehensive income:
Net income		-		-		2,942,645			-			-			2,942,645
Other comprehensive income		-		-		-			1,787,347			-			1,787,347

Sale of 790 treasury shares		-		579		-			-			12,080			12,659

BALANCE AT DECEMBER 31, 2011		3,760,557		14,660,579		42,543,363			3,598,031			(4,814,816	)		59,747,714

Comprehensive income:
Net income		-		-		4,484,817			-			-			4,484,817
Other comprehensive income		-		-		-			99,332			-			99,332

Sale of 626 treasury shares		-		1,085		-			-			9,572			10,657

Cash dividends declared, $0.05 per share		-		-		(172,315	)		-			-			(172,315	)

BALANCE AT DECEMBER 31, 2012		3,760,557		14,661,664		46,855,865			3,697,363			(4,805,244	)		64,170,205

Comprehensive income:
Net income		-		-		4,641,204			-			-			4,641,204
Other comprehensive loss		-		-		-			(5,055,568	)		-			( 5,055,568	)

Repurchase of 5,000 shares												(72,200	)		(72,200	)

Sale of 746 treasury shares		-		2,197		-			-			11,407			13,604

Cash dividends declared, $0.20 per share		-		-		(689,380	)		-			-			(689,380	)

BALANCE AT DECEMBER 31, 2013	$	3,760,557	$	14,663,861	$	50,807,689		$	(1,358,205	)	$	(4,866,037	)	$	63,007,865

The accompanying notes are an integral part of the consolidated financial statements.

UNITED BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2013, 2012 and 2011

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,641,204		$	4,484,817		$	2,942,645
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		649,056			772,483			697,967
Deferred income taxes		1,032,000			516,431			(232,354	)
Provision for loan losses		(832,925	)		200,000			4,375,000
Gain on sale of loans		(719,289	)		(1,296,875	)		(492,747	)
Net securities gains		(134,177	)		(267,513	)		(896,764	)
Change in fair value of mortgage servicing rights		(315,758	)		(15,931	)		314,566
Loss on sale or write-down of other real estate owned		205,775			627,615			334,840
Increase in cash surrender value of life insurance		(411,955	)		(425,596	)		(456,584	)
Net amortization of security premiums and discounts		791,464			958,776			679,290
Provision for deferred compensation		33,806			44,293			25,396
Loss on disposal or write-down of premises and equipment and other assets		-			2,920			-
Proceeds from sale of loans held-for-sale		32,273,717			69,737,183			26,963,182
Originations of loans held-for-sale		(31,867,179	)		(68,884,954	)		(26,638,777	)
(Increase) decrease in other assets		(446,316	)		907,909			1,765,560
Increase (decrease) in other liabilities		197,896			(81,127	)		208,695

Net cash provided by operating activities		5,097,319			7,280,431			9,589,915

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of available-for-sale securities		8,821,116			12,067,541			18,370,945
Proceeds from maturities of available-for-sale securities, including paydowns on mortgage-backed securities		36,658,316			44,030,808			38,561,926
Purchases of available-for-sale securities		(73,268,830	)		(82,290,917	)		(65,522,891	)
Purchase of certificates of deposit		(249,000	)		(747,000	)		(1,743,000	)
Net decrease in loans		9,595,280			31,051,443			38,855,755
Purchases of premises and equipment		(394,982	)		(114,054	)		(168,327	)
Proceeds from sale of other real estate owned		694,271			1,058,535			1,854,389

Net cash provided by (used in) investing activities		(18,143,829	)		5,056,355			30,208,797

The accompanying notes are an integral part of the consolidated financial statements.

UNITED BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2013, 2012 and 2011

	2013			2012			2011
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits	$	(3,199,049	)	$	(9,286,451	)	$	(8,056,061	)
Other borrowings:
Repayments		(10,000,000	)		(10,064,985	)		(17,035,212	)
Change in customer repurchase agreements		(456,668	)		(158,758	)		(5,961,659	)
Purchase of treasury stock		(72,200	)		-			-
Proceeds from sale of treasury shares		13,604			10,657			12,659
Payments of deferred compensation		(54,146	)		(40,101	)		(75,101	)
Cash dividends paid		(689,380	)		(172,315	)		-

Net cash used in financing activities		(14,457,839	)		(19,711,953	)		(31,115,374	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(27,504,349	)		(7,375,167	)		8,683,338

CASH AND CASH EQUIVALENTS
At beginning of year		49,911,807			57,286,974			48,603,636

At end of year	$	22,407,458		$	49,911,807		$	57,286,974

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the year for:
Interest	$	3,256,188		$	4,780,422		$	7,436,939

Federal income taxes	$	350,000		$	1,230,000		$	-

Non-cash operating activity:
Change in deferred income taxes on net unrealized gain or loss on available-for-sale securities	$	(2,604,383	)	$	51,171		$	920,755

Non-cash investing activities:
Transfer of loans to other real estate owned	$	-		$	420,650		$	498,000

Change in net unrealized gain or loss on available-for-sale securities	$	7,659,952		$	(150,503	)	$	(2,708,102	)

The accompanying notes are an integral part of the consolidated financial statements.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Bancshares, Inc. (the “Corporation”) was incorporated in 1985 in the state of Ohio as a single-bank holding company for The Union Bank Company (the “Bank”). The Bank formed a wholly-owned subsidiary, UBC Investments, Inc. (“UBC”) to hold and manage its securities portfolio. The operations of UBC are located in Wilmington, Delaware. The Bank has also formed a wholly-owned subsidiary, UBC Property, Inc. to hold and manage certain property that is acquired in lieu of foreclosure.

The Corporation, through its wholly-owned subsidiary, the Bank, operates in one industry segment, the commercial banking industry. The Bank, organized in 1904 as an Ohio-chartered bank, is headquartered in Columbus Grove, Ohio, with branch offices in Bowling Green, Delphos, Findlay, Gibsonburg, Kalida, Leipsic, Lima, Ottawa, and Pemberville Ohio.

The primary source of revenue of the Corporation is providing loans to customers primarily located in Northwestern and West Central Ohio. Such customers are predominately small and middle-market businesses and individuals.

Significant accounting policies followed by the Corporation are presented below.

Use of Estimates in Preparing Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates. The estimates most susceptible to significant change in the near term include the determination of the allowance for loan losses, valuation of servicing assets and goodwill, and fair value of securities and other financial instruments.

Principles of Consolidation

The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary, the Bank, and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold which mature overnight or within four days.

Restrictions on Cash

The Corporation was required to maintain cash on hand or on deposit with the Federal Reserve Bank in the amount of $657,000 and $653,000 at December 31, 2013 and 2012, respectively, to meet regulatory reserve and clearing requirements.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Securities, Federal Home Loan Bank Stock and Certificates of Deposits

The Corporation has designated all securities as available-for-sale. Such securities are recorded at fair value, with unrealized gains and losses, net of applicable income taxes, excluded from income and reported as accumulated other comprehensive income (loss).

The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in fair value of securities below their cost that are deemed to be other-than-temporary are reflected in income as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the intent to sell the securities and the more likely than not requirement that the Corporation will be required to sell the securities prior to recovery, (2) the length of time and the extent to which the fair value has been less than cost, and (3) the financial condition and near-term prospects of the issuer. Gains and losses on the sale of securities are recorded on the trade date, using the specific identification method, and are included in non-interest income.

Investment in Federal Home Loan Bank of Cincinnati stock is classified as a restricted security, carried at cost, and evaluated for impairment.

Investment in certificates of deposit are carried at cost and evaluated for impairment annually or when circumstances change that may have a significant effect on fair value.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Estimated fair value is determined based on quoted market prices in the secondary market. Any net unrealized losses are recognized through a valuation allowance by charges to income. The Corporation had no unrealized losses at December 31, 2013 and 2012.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are generally stated at its outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. Loan origination fees and certain direct obligation costs are capitalized and recognized as an adjustment of the yield of the related loan.

The accrual of interest on mortgage and commercial loans is generally discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Personal loans are typically charged-off no later than when they become 150 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loans, Continued

All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Due to potential changes in conditions, it is at least reasonably possible that changes in estimates will occur in the near term and that such changes could be material to the amounts reported in the Corporation’s consolidated financial statements.

The allowance consists of specific, general and unallocated components. The specific component relates to impaired loans when the discounted cash flows, collateral value, or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers classified loans (substandard or special mention) without specific reserves, as well as non-classified loans, and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Allowance for Loan Losses, Continued

Under certain circumstances, the Corporation will provide borrowers relief through loan restructurings. A restructuring of debt constitutes a troubled debt restructuring (TDR) if the Corporation, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. Loans that are reported as TDRs are considered impaired and measured for impairment as described above. TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal or interest due, or acceptance of other assets in full or partial satisfaction of the debt.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures.

Other Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less estimated cost to sell, at the date of foreclosure, establishing a new cost basis with loan balances in excess of fair value charged to the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and subsequent valuation adjustments are included in other operating expenses.

Loan Sales and Servicing

Certain mortgage loans are sold with mortgage servicing rights retained or released by the Corporation. The value of mortgage loans sold with servicing rights retained is reduced by the cost allocated to the associated mortgage servicing rights. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold. The Corporation generally estimates fair value for servicing rights based on the present value of future expected cash flows, using management’s best estimates of the key assumptions – credit losses, prepayment speeds, servicing costs, earnings rate, and discount rates commensurate with the risks involved.

Capitalized servicing rights are reported at fair value and changes in fair value are reported in net income for the period the change occurs.

Servicing fee income is recorded for servicing loans, based on a contractual percentage of the outstanding principal, and is reported as other operating income. Amortization of mortgage servicing rights is charged against loan servicing fee income.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Premises and Equipment

Premises and equipment is stated at cost, less accumulated depreciation. Upon the sale or disposition of the assets, the difference between the depreciated cost and proceeds is charged or credited to income. Depreciation is determined based on the estimated useful lives of the individual assets (typically 20 to 40 years for buildings and 3 to 10 years for equipment) and is computed primarily using the straight-line method.

Premises and equipment is reviewed for impairment when events indicate the carrying amount may not be recoverable from future undiscounted cash flows. If impaired, premises and equipment is recorded at fair value and any corresponding write-downs are charged against current year earnings.

Off-Balance Sheet Credit Related Financial Instruments

In the ordinary course of business, the Corporation has entered into commitments to extend credit, including commitments under commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. The Corporation maintains a separate allowance for off-balance sheet commitments. Management estimates anticipated losses using historical data and utilization assumptions. The allowance for off-balance sheet commitments is included in other liabilities.

Goodwill and Core Deposit Intangible Assets

Goodwill arising from the Gibsonburg, Pemberville and Findlay branch acquisitions is not amortized, but is subject to an annual impairment test to determine if an impairment loss has occurred. Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. At December 31, 2013, the Company believes the Bank Subsidiary does not have any indicators of potential impairment based on the estimated fair value of this reporting unit.

The core deposit intangible asset resulting from the Findlay branch acquisition was also determined to have a definite life and is being amortized on a straight-line basis over seven years through March 2017. Future amortization of the core deposit intangible asset is $40,857 annually for years 2014 through 2016 and $10,215 in 2017.

Supplemental Retirement Benefits

Annual provisions are made for the estimated liability for accumulated supplemental retirement benefits under agreements with certain officers and directors. These provisions are determined based on the terms of the agreements, as well as certain assumptions, including estimated service periods and discount rates.

Advertising Costs

All advertising costs are expensed as incurred.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Deferred income taxes are provided on temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and its tax bases. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns.

Benefits from tax positions taken or expected to be taken in a tax return are not recognized if the likelihood that the tax position would be sustained upon examination by a taxing authority is considered to be 50% or less. The Corporation has adopted the policy of classifying any interest and penalties resulting from the filing of its income tax returns in the provision for income taxes.

The Corporation is not currently subject to state or local income taxes.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

The transfer of a participating interest in an entire financial asset must also meet the definition of a participating interest. A participating interest in a financial asset has all of the following characteristics: (1) from the date of transfer, it must represent a proportionate (pro rata) ownership interest in the financial asset, (2) from the date of transfer, all cash flows received, except any cash flows allocated as any compensation for servicing or other services performed, must be divided proportionately among participating interest holders in the amount equal to their share ownership, (3) the rights of each participating interest holder must have the same priority, (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to do so.

Comprehensive Income

Recognized revenue, expenses, gains and losses are included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Per Share Data

Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net income per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued.

The weighted average number of shares used for the years ended December 31, 2013, 2012 and 2011:

	2013		2012		2011

Basic		3,446,662		3,446,133		3,445,469

Diluted		3,446,662		3,446,133		3,445,469

Dividends per share are based on the number of shares outstanding at the declaration date.

Rate Lock Commitments

Loan commitments related to the origination or acquisition of mortgage loans that will be held for sale are accounted for as derivative instruments. The Corporation enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are to be recorded at fair value as derivative assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments also considers the difference between current levels of interest rates and the committed rates. At December 31, 2013 and 2012, derivative assets and liabilities relating to rate lock commitments were not material to the consolidated financial statements.

Fair Values of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully discussed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Subsequent Events

Management evaluated subsequent events through the date the consolidated financial statements were issued. Events or transactions occurring after December 31, 2013, but prior to when the consolidated financial statements were issued, that provided additional evidence about conditions that existed at December 31, 2013, have been recognized in the financial statements for the year ended December 31, 2013. Events or transactions that provided evidence about conditions that did not exist at December 31, 2013 but arose before the financial statements were issued, have not been recognized in the consolidated financial statements for the year ended December 31, 2013.

On January 15, 2014, United Bancshares, Inc. issued a release announcing that its Board of Directors approved a special cash dividend of $0.10 per common share payable February 14, 2014 to shareholders of record at the close of business on January 30, 2014.

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, amending ASC Topic 210 requiring an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, the FASB issued ASU 2013-01 to amend and clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASC Topic 815, derivatives and hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset in accordance with ASC 210-20-45 or ASC 815-10-45 or subject to an enforceable master netting arrangement. The amendments are effective for annual and interim periods beginning on or after January 1, 2013, and the adoption did not impact the Corporation’s financial statements.

In July 2013, the FASB issued ASU 2013-11, Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The FASB issued ASU 2013-11 to eliminate the diversity in the presentation of unrecognized tax benefits in those instances. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Corporation has determined the provisions for ASU 2013-11 will not have a material impact on future financial statements.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In January 2014, the FASB issued ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors. The FASB issued ASU 2014-04 to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the receivable should be derecognized and the real estate property recognized. The amendments in this update apply to all creditors who obtain physical possession of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable. The amendments in this Update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, and the Corporation has not yet determined the financial statement impact.

NOTE 3 – SECURITIES

The amortized cost and fair value of securities as of December 31, 2013 and 2012 are as follows:

	2013				2012
	Amortized cost		Fair value		Amortized cost		Fair value
Available-for-sale:
U.S. Government and agencies	$	12,637,310	$	12,333,009	$	15,488,836	$	15,554,085
Obligations of states and political subdivisions		66,584,990		66,540,342		51,122,041		53,918,499
Mortgage-backed		119,163,624		117,471,538		104,892,935		107,607,325
Other		751,888		735,036		501,888		527,856

Total	$	199,137,812	$	197,079,925	$	172,005,700	$	177,607,765

A summary of unrealized gains and losses on securities at December 31, 2013 and 2012 follows:

	2013				2012
	Gross unrealized gains		Gross unrealized losses		Gross unrealized gains		Gross unrealized losses
Available-for-sale:
U.S. Government and agencies	$	-	$	304,301	$	68,479	$	3,230
Obligations of states and political subdivisions		1,113,422		1,158,070		2,863,159		66,701
Mortgage-backed		1,164,346		2,856,432		2,732,160		17,770
Other		-		16,852		25,968		-

Total	$	2,277,768	$	4,335,655	$	5,689,766	$	87,701

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SECURITIES (CONTINUED)

The amortized cost and fair value of securities at December 31, 2013, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized cost		Fair value

Due in one year or less	$	2,425,053	$	2,450,241
Due after one year through five years		15,488,226		15,509,833
Due after five years through ten years		49,127,594		48,871,386
Due after ten years		131,345,051		129,513,429
Other securities having no maturity date		751,888		735,036

Total	$	199,137,812	$	197,079,925

Securities with a carrying value of approximately $34,271,000 at December 31, 2013 and $42,139,000 at December 31, 2012 were pledged to secure public deposits and for other purposes as required or permitted by law.

The following table presents gross unrealized losses and fair value of debt securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2013 and 2012:

	Securities in a continuous unrealized loss position
	Less than 12 months				12 months or more				Total
2013	Unrealized losses		Fair value		Unrealized Losses		Fair value		Unrealized losses		Fair value
U.S. Government and agencies	$	304,301	$	12,333,009	$	-	$	-	$	304,301	$	12,333,009
Obligations of states and political subdivisions		910,564		23,218,005		247,506		3,225,869		1,158,070		26,443,874
Mortgage-backed		2,613,715		74,745,579		242,717		4,330,945		2,856,432		79,076,524
Other		16,852		735,036		-		-		16,852		735,036

Total temporarily impaired securities	$	3,845,432	$	111,031,629	$	490,223	$	7,556,814	$	4,335,655	$	118,588,443

2012
U.S. Government and agencies	$	3,230	$	996,770	$	-	$	-	$	3,230	$	996,770
Obligations of states and political subdivisions		66,701		5,484,740		-		-		66,701		5,484,740
Mortgage-backed		17,770		7,593,495		-		-		17,770		7,593,495

Total temporarily impaired securities	$	87,701	$	14,075,005	$	-	$	-	$	87,701	$	14,075,005

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SECURITIES (CONTINUED)

There were 160 securities in an unrealized loss position at December 31, 2013, 13 of which were in a continuous unrealized loss position for 12 months or more. Management has considered industry analyst reports, whether downgrades by bond rating agencies have occurred, sector credit reports, issuer’s financial condition and prospects, the Corporation’s ability and intent to hold securities to maturity, and volatility in the bond market, in concluding that the unrealized losses as of December 31, 2013 were primarily the result of customary and expected fluctuations in the bond market. As a result, all security impairments as of December 31, 2013 are considered to be temporary.

Gross realized gains from sale of securities, including securities calls, amounted to $134,848 in 2013, $293,226 in 2012, and $897,086 in 2011, with the income tax provision applicable to such gains amounting to $45,848 in 2013, $99,697 in 2012, and $305,009 in 2011. Gross realized losses from sale of securities amounted to $671 in 2013, $25,713 in 2012, and $322 in 2011 with related income tax effect of $228 in 2013, $8,742 in 2012, and $109 in 2011.

NOTE 4 - LOANS

Loans at December 31, 2013 and 2012 consist of the following:

	2013		2012

Residential real estate	$	56,227,548	$	58,318,657
Commercial		196,808,249		198,662,111
Agriculture		38,343,403		43,068,272
Consumer		3,933,869		4,396,258

Total loans	$	295,313,069	$	304,445,298

Fixed rate loans approximated $48,206,000 at December 31, 2013 and $56,494,000 at December 31, 2012. Certain commercial and agricultural loans are secured by real estate.

Most of the Corporation’s lending activities are with customers located in Northwestern and West Central Ohio. As of December 31, 2013 and 2012, the Corporation’s loans from borrowers in the agriculture industry represent the single largest industry and amounted to $38,343,403 and $43,068,272, respectively. Agriculture loans are generally secured by property and equipment. Repayment is primarily expected from cash flow generated through the harvest and sale of crops or milk production for dairy products. Agriculture customers are subject to various risks and uncertainties which can adversely impact the cash flow generated from their operations, including weather conditions; milk production; health and stability of livestock; costs of key operating items such as fertilizer, fuel, seed, or animal feed; and market prices for crops, milk, and livestock. Credit evaluation of agricultural lending is based on an evaluation of cash flow coverage of principal and interest payments and the adequacy of collateral received.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – LOANS (CONTINUED)

The Corporation originates 1-4 family real estate and consumer loans utilizing credit reports to supplement the underwriting process. The Corporation’s underwriting standards for 1-4 family loans are generally in accordance with the Federal Home Loan Mortgage Corporation (FHLMC) manual underwriting guidelines. Properties securing 1-4 family real estate loans are appraised by fee appraisers, which is independent of the loan origination function and has been approved by the Board of Directors and the Loan Policy Committee. The loan-to-value ratios normally do not exceed 80% without credit enhancements such as mortgage insurance. The Corporation will lend up to 100% of the lesser of the appraised value or purchase price for conventional 1-4 family real estate loans, provided private mortgage insurance is obtained. The underwriting standards for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of their ability to meet existing obligations and payments on the proposed loan. To monitor and manage loan risk, policies and procedures are developed and modified, as needed by management. This activity, coupled with smaller loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, market conditions are reviewed by management on a regular basis. The Corporation’s 1-4 family real estate loans are secured primarily by properties located in its primary market area.

Commercial and agricultural real estate loans are subject to underwriting standards and processes similar to commercial and agricultural operating loans, in addition to those unique to real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial and agricultural real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Loan to value is generally 75% of the cost or appraised value of the assets. Appraisals on properties securing these loans are performed by fee appraisers approved by the Board of Directors. Because payments on commercial and agricultural real estate loans are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. Management monitors and evaluates commercial and agricultural real estate loans based on collateral and risk rating criteria. The Corporation may require guarantees on these loans. The Corporation’s commercial and agricultural real estate loans are secured primarily by properties located in its primary market area.

Commercial and agricultural operating loans are underwritten based on the Corporation’s examination of current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. This underwriting includes the evaluation of cash flows of the borrower, underlying collateral, if applicable and the borrower’s ability to manage its business activities. The cash flows of borrowers and the collateral securing these loans may fluctuate in value after the initial evaluation. A first priority lien on the general assets of the business normally secures these types of loans. Loan to value limits vary and are dependent upon the nature and type of the underlying collateral and the financial strength of the borrower. Crop and/or hail insurance may be required for agricultural borrowers. Loans are generally guaranteed by the principal(s). The Corporation’s commercial and agricultural operating lending is primarily in its primary market area.

The Corporation maintains an internal audit department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the audit committee. The internal audit process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Corporation’s policies and procedures.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – LOANS (CONTINUED)

The following tables present the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2013, 2012 and 2011:

	Commercial			Commercial and multi-family real estate			Residential 1 – 4 family real estate			Consumer			Total
Balance at December 31, 2012	$	1,027,837		$	5,240,175		$	602,291		$	47,302		$	6,917,605
Provision charged to expenses		(518,117	)		(25,938	)		(264,301	)		(24,569	)		(832,925	)
Losses charged off		(218,394	)		(2,394,884	)		(3,896	)		(23,305	)		(2,640,479	)
Recoveries		14,108			526,933			10,709			18,440			570,190

Balance at December 31, 2013	$	305,434		$	3,346,286		$	344,803		$	17,868		$	4,014,391

	Commercial			Commercial and multi-family real estate			Residential 1 – 4 family real estate			Consumer			Total
Balance at December 31, 2011	$	2,596,629		$	4,847,234		$	998,941		$	100,563		$	8,543,367
Provision charged to expenses		(1,525,666	)		2,073,148			(265,675	)		(81,807	)		200,000
Losses charged off		(78,636	)		(2,023,969	)		(144,443	)		(14,223	)		(2,261,271	)
Recoveries		35,510			343,762			13,468			42,769			435,509

Balance at December 31, 2012	$	1,027,837		$	5,240,175		$	602,291		$	47,302		$	6,917,605

	Commercial			Commercial and multi-family real estate			Residential 1 – 4 family real estate			Consumer			Total
Balance at December 31, 2010	$	2,886,467		$	3,915,323		$	886,879		$	328,117		$	8,016,786
Provision charged to expenses		195,588			3,918,741			485,876			(225,205	)		4,375,000
Losses charged off		(503,218	)		(3,131,582	)		(515,469	)		(87,934	)		(4,238,203	)
Recoveries		17,792			144,752			141,655			85,585			389,784

Balance at December 31, 2011	$	2,596,629		$	4,847,234		$	998,941		$	100,563		$	8,543,367

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2013 and 2012:

	Commercial		Commercial and multi-family real estate		Residential 1 – 4 family real estate		Consumer		Total
2013
Allowance for loan losses:
Attributable to loans individually evaluated for impairment	$	-	$	179,016	$	-	$	-	$	179,016
Collectively evaluated for impairment		305,434		3,167,270		344,803		17,868		3,835,375

Total allowance for loan losses	$	305,434	$	3,346,286	$	344,803	$	17,868	$	4,014,391

Loans:
Individually evaluated for impairment	$	401,028	$	2,316,969	$	81,437	$	-	$	2,799,434
Collectively evaluated for impairment		50,904,208		181,529,447		56,146,111		3,933,869		292,513,635

Total ending loans balance	$	51,305,236	$	183,846,416	$	56,227,548	$	3,933,869	$	295,313,069

	Commercial		Commercial and multi-family real estate		Residential 1 – 4 family real estate		Consumer		Total
2012
Allowance for loan losses:
Attributable to loans individually evaluated for impairment	$	415,010	$	2,506,940	$	-	$	-	$	2,921,950
Collectively evaluated for impairment		612,827		2,733,235		602,291		47,302		3,995,655

Total allowance for loan losses	$	1,027,837	$	5,240,175	$	602,291	$	47,302	$	6,917,605

Loans:
Individually evaluated for impairment	$	1,241,149	$	14,153,259	$	169,904	$	-	$	15,564,312
Collectively evaluated for impairment		49,324,136		177,011,839		58,148,753		4,396,258		288,880,986

Total ending loans balance	$	50,565,285	$	191,165,098	$	58,318,657	$	4,396,258	$	304,445,298

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

The following is a summary of the activity in the allowance for loan losses of impaired loans, which is a part of the Corporation’s overall allowance for loan losses for the years ended December 31, 2013, 2012, and 2011:

	2013			2012			2011

Balance at beginning of year	$	2,921,950		$	1,990,225		$	691,780
Provision charged to operations		(573,330	)		2,497,649			4,409,468
Loans charged-off		(2,169,604	)		(1,565,924	)		(3,111,023	)

Balance at end of year	$	179,016		$	2,921,950		$	1,990,225

No additional funds are committed to be advanced in connection with impaired loans.

The average balance of impaired loans approximated $9,761,000, $17,188,000, and $19,429,000 during 2013, 2012, and 2011, respectively. There was approximately $203,000, $214,000 and $229,000 in interest income recognized by the Corporation on impaired loans on an accrual or cash basis during 2013, 2012 and 2011, respectively.

The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2013 and 2012:

	2013				2012
	Recorded investment		Allowance for loan losses allocated		Recorded investment		Allowance for loan losses allocated
With no related allowance recorded:
Commercial	$	-	$	-	$	-	$	-
Commercial and multi-family real estate		1,007,702		-		1,539,370		-
Agriculture		401,028		-		607,462		-
Agricultural real estate		649,036		-		801,586		-
Consumer		-		-		-		-
Residential 1 – 4 family real estate		81,437		-		169,904		-

With an allowance recorded:
Commercial		-		-		415,010		415,010
Commercial and multi-family real estate		660,231		179,016		12,030,980		2,506,940
Agriculture		-		-		-		-
Agricultural real estate		-		-		-		-
Consumer		-		-		-		-
Residential 1 – 4 family real estate		-		-		-		-

Total	$	2,799,434	$	179,016	$	15,564,312	$	2,921,950

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

The following table presents the recorded investment in nonaccrual loans, loans past due over 90 days still on accrual and troubled debt restructurings by class of loans as of December 31, 2013 and 2012:

	2013						2012
	Nonaccrual		Loans past due over 90 days still accruing		Troubled Debt Restructurings		Nonaccrual		Loans past due over 90 days still accruing		Troubled Debt Restructurings

Commercial	$	294,475	$	-	$	294,475	$	475,909	$	-	$	475,909
Commercial real estate		2,966,751		-		43,508		12,986,469		-		8,098,958
Agricultural real estate		915,992		-		-		1,060,418		-		-
Agriculture		401,028		-		-		623,325		-		193,964
Consumer		7,551		3,112		-		-		899		-
Residential:
1 – 4 family		1,722,107		17,010		157,715		1,953,505		-		55,048
Home equity		203,520		16,748		-		71,573		24,050		-

Total	$	6,511,424	$	36,870	$	495,698	$	17,171,199	$	24,949	$	8,823,879

The nonaccrual balances in the table above include troubled debt restructurings that have been classified as nonaccrual.

The following table presents the aging of the recorded investment in past due loans as of December 31, 2013 and 2012 by class of loans:

	30 – 59 days past due		60 – 89 days past due		Greater than 90 days past due		Total past due		Loans not past due		Total
2013
Commercial	$	149,250	$	4,021	$	-	$	153,271	$	37,952,459	$	38,105,730
Commercial real estate		223,934		115,269		2,465,193		2,804,396		155,898,123		158,702,519
Agriculture		-		-		401,028		401,028		12,798,477		13,199,505
Agricultural real estate		508,125		-		805,868		1,313,993		23,829,905		25,143,898
Consumer		68,583		24,514		10,663		103,760		3,830,109		3,933,869
Residential real estate		1,420,956		930,154		479,098		2,830,208		53,397,340		56,227,548

Total	$	2,370,848	$	1,073,958	$	4,161,850	$	7,606,656	$	287,706,413	$	295,313,069

2012
Commercial	$	74,672	$	2,543	$	-	$	77,215	$	36,664,022	$	36,741,237
Commercial real estate		2,509,318		503,382		3,937,774		6,950,474		154,970,400		161,920,874
Agriculture		-		-		597,525		597,525		13,226,523		13,824,048
Agricultural real estate		47,422		-		933,945		981,367		28,262,857		29,244,224
Consumer		53,065		2,655		899		56,619		4,339,639		4,396,258
Residential real estate		2,271,107		559,048		512,685		3,342,840		54,975,817		58,318,657

Total	$	4,955,584	$	1,067,628	$	5,982,828	$	12,006,040	$	292,439,258	$	304,445,298

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

Credit Quality Indicators:

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to the credit risk. This analysis generally includes loans with an outstanding balance greater than $250,000 and non-homogenous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:

●

Special Mention: Loans which possess some credit deficiency or potential weakness which deserves close attention, but which do not yet warrant substandard classification. Such loans pose unwarranted financial risk that, if not corrected, could weaken the loan and increase risk in the future. The key distinctions of a Special Mention classification are that (1) it is indicative of an unwarranted level of risk, and (2) weaknesses are considered "potential", versus "defined", impairments to the primary source of loan repayment.

●

Substandard: These loans are inadequately protected by the current sound net worth and paying ability of the borrower. Loans of this type will generally display negative financial trends such as poor or negative net worth, earnings or cash flow. These loans may also have historic and/or severe delinquency problems, and Corporation management may depend on secondary repayment sources to liquidate these loans. The Corporation could sustain some degree of loss in these loans if the weaknesses remain uncorrected.

●

Doubtful: Loans in this category display a high degree of loss, although the amount of actual loss at the time of classification is undeterminable. This should be a temporary category until such time that actual loss can be identified, or improvements made to reduce the seriousness of the classification.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are generally either less than $250,000 or are included in groups of homogenous loans. As of December 31, 2013 and 2012, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

	Pass		Special Mention		Substandard		Doubtful		Not rated
2013
Commercial	$	49,943,918	$	960,289	$	-	$	401,028	$	-
Commercial and multi-family real estate		169,094,313		5,755,107		8,347,961		649,036		-
Residential 1 – 4 family		-		-		75,000		6,437		56,146,111
Consumer		-		-		8,744		-		3,925,125
Total	$	219,038,231	$	6,715,396	$	8,431,705	$	1,056,501	$	60,071,236

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

	Pass		Special Mention		Substandard		Doubtful		Not rated
2012
Commercial	$	47,367,441	$	1,505,099	$	1,095,220	$	597,525	$	-
Commercial and multi-family real estate		160,592,238		8,624,114		21,147,160		801,586		-
Residential 1 – 4 family		-		-		435,467		9,937		57,873,253
Consumer		-		-		13,923		-		4,382,335
Total	$	207,959,679	$	10,129,213	$	22,691,770	$	1,409,048	$	62,255,588

The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential 1 – 4 family and consumer loan classes that are not rated, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. Generally, consumer and residential 1-4 family loans not rated that are 90 days past due or are classified as nonaccrual and collectively evaluated for impairment, are considered nonperforming. The following table presents the recorded investment in residential 1 – 4 family and consumer loans that are not risk rated, based on payment activity as of December 31, 2013 and 2012:

	2013				2012
	Consumer		Residential 1 – 4 family		Consumer		Residential 1 – 4 family

Performing	$	3,914,625	$	54,501,907	$	4,381,436	$	56,091,352
Nonperforming		10,500		1,644,204		899		1,781,901

Total	$	3,925,125	$	56,146,111	$	4,382,335	$	57,873,253

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

Modifications:

The Corporation’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Corporation’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. All TDRs are also classified as impaired loans.

When the Corporation modifies a loan, management evaluates any possible concession based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs, instead of discounted cash flows. If management determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), an impairment is recognized through a specific reserve in the allowance or a direct write down of the loan balance if collection is not expected.

The following table includes the recorded investment and number of modifications for TDR loans during the year ended December 31, 2013. There were no modifications classified as TDR loans during 2012.

Number of

modifications

Recorded

investment

Allowance for

loan losses

allocated

Troubled Debt Restructurings:

Commercial Real Estate

148,920

Certain directors and executive officers, including their immediate families and companies in which they are principal owners, are loan customers of the Corporation. Such loans are made in the ordinary course of business in accordance with the normal lending policies of the Corporation, including the interest rate charged and collateralization. Such loans amounted to $45,480, $989,194, and $3,013,156 at December 31, 2013, 2012, and 2011 respectively. The following is a summary of activity during 2013, 2012, and 2011 for such loans:

	2013			2012			2011

Beginning of year	$	989,194		$	3,013,156		$	3,164,300
Additions		-			-			35,000
Repayments		(943,714	)		(2,023,962	)		(186,144	)

End of year	$	45,480		$	989,194		$	3,013,156

Additions and repayments include loan renewals, as well as net borrowings and repayments under revolving lines-of-credit. The increase in repayments in 2012 was partially due to a pay down in a line of credit of approximately $1.5 million.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - PREMISES AND EQUIPMENT

The following is a summary of premises and equipment at December 31, 2013 and 2012:

	2013		2012

Land and improvements	$	2,479,913	$	2,479,913
Buildings		9,188,883		9,011,523
Equipment		3,977,234		3,999,020
		15,646,030		15,490,456
Less accumulated depreciation		6,480,498		6,272,580

Premises and equipment, net	$	9,165,532	$	9,217,876

Depreciation expense amounted to $447,326 in 2013, $474,569 in 2012 and $520,448 in 2011.

NOTE 6 - SERVICING

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balance of mortgage loans serviced for others approximated $176,855,000 and $175,583,000 at December 31, 2013 and 2012, respectively.

Mortgage servicing rights are included in other assets in the accompanying consolidated balance sheets. The Corporation has elected to record its mortgage servicing rights using the fair value measurement method. Significant assumptions used in determining the fair value of servicing rights as of December 31, 2013 and 2012 include:

Prepayment assumptions:	Based on the PSA Standard Prepayment Model
Internal rate of return:	8%	to	10%
Servicing costs (per loan, annually, increased at the rate of $1 per 1% delinquency based on loan count):	$40	–	$55

Inflation rate of servicing costs:		3%
Earnings rate:	0.25% in 2013 and 1% in 2012

Following is a summary of mortgage servicing rights activity for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011

Fair value at beginning of year	$	930,760		$	727,240		$	1,114,126
Capitalized servicing rights – new loan sales		312,751			444,646			168,342
Disposals (amortization based on loan payments and payoffs)		(160,873	)		(257,057	)		(240,662	)
Change in fair value		315,758			15,931			(314,566	)

Fair value at end of year	$	1,398,396		$	930,760		$	727,240

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - SERVICING (CONTINUED)

The change in fair value of servicing rights for the year ended December 31, 2013 resulted from changes in external market conditions, including prepayment assumptions, which is a key valuation input used in determining the fair value of servicing. While prepayment assumptions are constantly changing, such changes are typically within a relatively small parameter from period to period. The prepayment assumption factor used in determining the fair value of servicing at December 31, 2013 was 164 compared to 398 at December 31, 2012 and 465 at December 31, 2011. The earnings rate used in determining the fair value of servicing at December 31, 2013 was 0.25% compared to 1.0% at December 31, 2012 and 2011. The earnings rate was decreased to reflect changes in the observable market.

NOTE 7 - DEPOSITS

Time deposits at December 31, 2013 and 2012 include individual deposits of $100,000 or more approximating $53,642,036 and $57,112,173, respectively. Interest expense on time deposits of $100,000 or more approximated $638,098 for 2013, and $784,218 for 2012.

At December 31, 2013, time deposits approximated $172,347,668 and were scheduled to mature as follows: 2014, $86,975,644; 2015, $50,506,506; 2016, $16,157,832; 2017, $13,415,377; 2018, $4,061,999; and thereafter, $1,230,310.

NOTE 8 – OTHER BORROWINGS

Other borrowings consists of the following at December 31, 2013 and 2012:

	2013		2012
Federal Home Loan Bank borrowings:
Secured note, with interest at 4.20% through February 28, 2008, thereafter putable back at the option of the holder, due February 28, 2017	$	-	$	10,000,000
Secured note, with interest at 3.95% through September 11, 2008, thereafter putable back at the option of the holder, due September 11, 2017		7,500,000		7,500,000

Total Federal Home Loan Bank borrowings		7,500,000		17,500,000

Customer repurchase agreements with an average outstanding rate of .14% at December 31, 2013 and .17% at December 31, 2012		4,600,552		5,057,220

Total other borrowings	$	12,100,552	$	22,557,220

Federal Home Loan Bank borrowings are secured by Federal Home Loan Bank stock and eligible mortgage loans approximating $65,574,000 at December 31, 2013. The interest rate on the advance outstanding at December 31, 2013, secured by individual mortgages under blanket agreement was 3.95%, with maturity in September 2017. At December 31, 2013, the Corporation had $81,641,030 of borrowing availability under various line-of-credit agreements with the Federal Home Loan Bank and other financial institutions.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

The Corporation has formed and invested $300,000 in a business trust, United (OH) Statutory Trust (United Trust) which is not consolidated by the Corporation. United Trust issued $10,000,000 of trust preferred securities, which are guaranteed by the Corporation, and are subject to mandatory redemption upon payment of the debentures. United Trust used the proceeds from the issuance of the trust preferred securities, as well as the Corporation’s capital investment, to purchase $10,300,000 of junior subordinated deferrable interest debentures issued by the Corporation. The debentures have a stated maturity date of March 26, 2033. As of March 26, 2008, and quarterly thereafter, the debentures may be shortened at the Corporation’s option. The interest rate of the debentures was fixed at 6.40% for a five-year period through March 26, 2008. Effective March 27, 2008, interest is at a floating rate adjustable quarterly and equal to 315 basis points over the 3-month LIBOR amounting to 3.40% at December 31, 2013, 3.46% at December 31, 2012 and 3.72% at December 31, 2011, with interest payable quarterly. The Corporation has the right, subject to events in default, to defer payments of interest on the debentures by extending the interest payment period for a period not exceeding 20 consecutive quarterly periods. Interest expense on the debentures amounted to $353,000 in 2013, $368,000 in 2012, and $350,180 in 2011, and is included in interest expense-borrowings in the accompanying consolidated statements of income.

Each issue of the trust preferred securities carries an interest rate identical to that of the related debenture. The securities have been structured to qualify as Tier I capital for regulatory purposes and the dividends paid on such are tax deductible. However, the securities cannot be used to constitute more than 25% of the Corporation’s Tier I capital inclusive of these securities under Federal Reserve Board guidelines.

NOTE 10 - OTHER OPERATING EXPENSES

Other operating expenses consisted of the following for the years ended December 31, 2013, 2012 and 2011:

	2013		2012		2011

Data processing	$	183,863	$	374,366	$	360,003
Professional fees		692,375		636,286		856,712
Franchise tax		436,955		375,259		397,210
Advertising		462,758		614,312		615,033
ATM processing and other fees		446,017		341,640		249,996
Amortization of core deposit intangible asset		40,857		40,857		40,857
Postage		165,439		188,653		175,993
Stationery and supplies		177,947		210,332		191,832
FDIC assessment		379,587		751,799		995,252
Loan closing fees		174,564		275,212		193,151
Internet banking		250,312		224,961		233,961
Other real estate owned		250,632		705,910		505,833
Deposit losses & recoveries		28,720		314,473		4,758
Prepayment penalty on borrowings		984,566		-		-
Other		1,557,286		1,430,753		1,287,807

Total other operating expenses	$	6,231,878	$	6,484,813	$	6,108,398

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES

The provision for income taxes for the years ended December 31, 2013, 2012 and 2011 consist of the following:

	2013		2012		2011

Current	$	208,000	$	554,569	$	334,354
Deferred		1,032,000		516,431		(232,354	)

Total provision for income taxes	$	1,240,000	$	1,071,000	$	102,000

The income tax provision attributable to income from operations differed from the amounts computed by applying the U.S. federal income tax rate of 34% to income before income taxes as a result of the following:

	2013			2012			2011

Expected tax using statutory tax rate of 34%	$	1,999,600		$	1,889,000		$	1,035,200
Increase (decrease) in tax resulting from:
Tax-exempt income on state and municipal securities and political subdivision loans		(630,600	)		(608,900	)		(670,000	)
Interest expense associated with carrying certain state and municipal securities and political subdivision loans		1,100			1,800			3,000
Tax-exempt income on life insurance contracts		(140,100	)		(144,700	)		(155,200	)
Deductible dividends paid to United Bancshares, Inc. ESOP		(23,700	)		(6,000	)		(1,500	)

Uncertain tax position reserves		7,600			(66,700	)		(115,100	)
Other, net		26,100			6,500			5,600

Total provision for income taxes	$	1,240,000		$	1,071,000		$	102,000

The deferred income tax expense (benefit) of $1,032,000 in 2013, $516,431 in 2012, and $(232,354) in 2011 resulted from the tax effects of temporary differences. There was no impact for changes in tax laws and rates or changes in the valuation allowance for deferred tax assets.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES (CONTINUED)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2013 and 2012 are presented below:

	2013		2012

Deferred tax assets:
Allowance for loan losses	$	1,378,600	$	2,370,000
Deferred compensation		292,600		299,500
Alternative minimum tax credits		614,000		432,400
Nonaccrual loan interest		284,000		464,000
Deferred loan fees		161,000		161,600
Other real estate owned		257,600		182,800
Accrued vacation expense		122,400		118,300
Unrealized loss on securities available-for-sale		699,700		-
Other		100,200		94,600
Net operating loss		202,000		-

Total deferred tax assets	$	4,112,100	$	4,123,200

Deferred tax liabilities:
Unrealized gain on securities available-for-sale	$	-	$	1,904,700
Federal Home Loan Bank stock dividends		877,500		877,500
Capitalized mortgage servicing rights		475,500		316,500
Depreciation and amortization		2,248,400		2,020,500
Prepaid expenses		27,900		95,800
Other		19,300		17,100

Total deferred tax liabilities		3,648,600		5,232,100

Net deferred tax assets (liabilities)	$	463,500	$	(1,108,900	)

Net deferred tax assets (liabilities) at December 31, 2013 and 2012 are included in other assets (liabilities) in the consolidated balance sheets.

The Corporation has $594,000 of federal losses which, for administrative ease, Management is electing to carry forward since carryback would only increase our alternative minimum tax credit carryforward. These losses will expire in 2033; the alternative minimum tax credit has an indefinite life.

Management believes it is more likely than not that the benefit of deferred tax assets will be realized. Consequently, no valuation allowance for deferred tax assets is deemed necessary as of December 31, 2013 and 2012.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES (CONTINUED)

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2013		2012

Balance at January 1	$	66,000	$	126,800
Additions based on tax positions related to the current year		6,100		11,100
Reductions due to the statute of limitation	-			(71,900	)

Balance at December 31	$	72,100	$	66,000

The Corporation had unrecognized tax benefits of $72,100 and $66,000 at December 31, 2013 and 2012, respectively. Such unrecognized tax benefits, if recognized, would favorably affect the effective income tax rate in future periods. The Corporation does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months.

The amount of accrued interest, net of federal tax, related to the Corporation’s uncertain tax positions was $4,500 at December 31, 2013 and $3,000 at December 31, 2012, respectively.

The Corporation and its subsidiaries are subject to U.S. federal income tax. The Corporation and its subsidiaries are no longer subject to examination by taxing authorities for years before 2010. There are no current federal examinations of the Corporations open tax years.

NOTE 12 - EMPLOYEE AND DIRECTOR BENEFITS

The Corporation sponsors a salary deferral, defined contribution plan which provides for both profit sharing and employer matching contributions. The plan permits investing in the Corporation’s stock subject to certain limitations. Participants who meet certain eligibility conditions are eligible to participate and defer a specified percentage of their eligible compensation subject to certain income tax law limitations. The Corporation makes discretionary matching and profit sharing contributions, as approved annually by the Board of Directors, subject to certain income tax law limitations. Contribution expense for the plan amounted to $530,989, $564,654, and $519,300 in 2013, 2012, and 2011, respectively. At December 31, 2013, the Plan owned 340,606 shares of the Corporation’s common stock.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - EMPLOYEE AND DIRECTOR BENEFITS (CONTINUED)

The Corporation also sponsors nonqualified deferred compensation plans, covering certain directors and employees, which have been indirectly funded through the purchase of split-dollar life insurance policies. In connection with the policies, the Corporation has provided an estimated liability for accumulated supplemental retirement benefits amounting to $604,316 and $606,604 at December 31, 2013 and 2012, respectively, which is included in other liabilities in the accompanying consolidated balance sheets. The Corporation has also purchased split-dollar life insurance policies for investment purposes to fund other employee benefit plans. The combined cash values of these policies aggregated $13,530,890 and $13,143,375 at December 31, 2013 and 2012, respectively.

Under an employee stock purchase plan, eligible employees may defer a portion of their compensation and use the proceeds to purchase stock of the Corporation at a discount determined semi-annually by the Board of Directors as stipulated in the plan. The Corporation sold from treasury 746 shares in 2013, 626 shares in 2012, and 790 shares in 2011 under the plan.

The Corporation has an agreement with The Bank of Leipsic’s former President, who is the Corporation’s current Chairman of the Board of Directors, to provide for retirement compensation benefits. Such benefits are to be paid over a period of twenty years commencing upon retirement effective December 31, 2001. At December 31, 2013 and 2012, the net present value (based on the 12% discount rate in effect at the time of origination of the agreement) of future deferred compensation payments amounted to $256,363 and $274,405, respectively. Such amounts are included in other liabilities in the December 31, 2013 and 2012 consolidated balance sheets. A split-dollar life insurance policy has been purchased and is available to fund a portion of the future deferred compensation payments. The cash value of the policy amounted to $642,248 and $617,808 at December 31, 2013 and 2012, respectively.

The Chief Executive Officer and Chief Financial Officer of the Corporation have employment agreements which provide for certain compensation and benefits should any triggering events occur, as specified in the agreements, including change of control or termination without cause.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily loan commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated balance sheets. The contract amount of these instruments reflects the extent of involvement the Corporation has in these financial instruments.

The Corporation’s exposure to credit loss in the event of the nonperformance by the other party to the financial instruments for loan commitments to extend credit and letters of credit is represented by the contractual amounts of these instruments. The Corporation uses the same credit policies in making loan commitments as it does for on-balance sheet loans.

The following financial instruments whose contract amount represents credit risk were outstanding at December 31, 2013 and 2012:

	Contract amount
	2013		2012

Commitments to extend credit	$	75,097,000	$	83,151,000

Letters of credit	$	1,225,000	$	2,492,000

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Corporation evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Corporation upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties.

Letters of credit are written conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party and are reviewed for renewal at expiration. All letters of credit outstanding at December 31, 2013 expire in 2014. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Corporation requires collateral supporting these commitments when deemed necessary.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - REGULATORY MATTERS

The Corporation (on a consolidated basis) and Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Management believes, as of December 31, 2013 and 2012, that the Corporation and Bank meet all capital adequacy requirements to which they are subject. Furthermore, the Board of Directors of the Bank has adopted a resolution to maintain Tier I capital at or above 8% of total assets.

As of December 31, 2013, the most recent notification from federal and state banking agencies categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized”, an institution must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - REGULATORY MATTERS (CONTINUED)

The actual capital amounts and ratios of the Corporation and Bank as of December 31, 2013 and 2012 are presented in the following table:

	Actual					Minimum capital requirement					Minimum to be well capitalized under prompt Corrective action provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2013	(Dollars in Thousands)
Total Capital (to Risk- Weighted Assets)
Consolidated	$	69,871		18.3	%	$	30,607	>	8.0	%	N/A		N/A
Bank	$	67,432		17.7	%	$	30,534	>	8.0	%	$	38,168		10.0	%
Tier I Capital (to Risk- Weighted Assets)
Consolidated	$	65,816		17.2	%	$	15,304	>	4.0	%	N/A		N/A
Bank	$	63,378		16.6	%	$	15,267	>	4.0	%	$	22,901		6.0	%
Tier I Capital (to Average Assets)
Consolidated	$	65,816		11.9	%	$	22,118	>	4.0	%	N/A		N/A
Bank	$	63,378		11.5	%	$	22,091	>	4.0	%	$	27,614		5.0	%

As of December 31, 2012
Total Capital (to Risk- Weighted Assets)
Consolidated	$	66,720		17.6	%	$	30,346	>	8.0	%	N/A		N/A
Bank	$	63,968		16.9	%	$	30,291	>	8.0	%	$	37,864		10.0	%
Tier I Capital (to Risk- Weighted Assets)
Consolidated	$	61,951		16.3	%	$	15,173	>	4.0	%	N/A		N/A
Bank	$	59,217		15.6	%	$	15,145	>	4.0	%	$	22,178		6.0	%
Tier I Capital (to Average Assets)
Consolidated	$	61,951		11.2	%	$	22,127	>	4.0	%	N/A		N/A
Bank	$	59,217		10.7	%	$	22,099	>	4.0	%	$	27,623		5.0	%

On a parent company only basis, the Corporation’s primary source of funds is dividends paid by the Bank. The ability of the Bank to pay dividends is subject to limitations under various laws and regulations, and to prudent and sound banking principles. Generally, subject to certain minimum capital requirements, the Bank may declare dividends without the approval of the State of Ohio Division of Financial Institutions, unless the total dividends in a calendar year exceed the total of the Bank’s net profits for the year combined with its retained profits of the two preceding years.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION

A summary of condensed financial information of the parent company as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 is as follows:

Condensed Balance Sheets	2013			2012

Assets:
Cash	$	1,070,196		$	1,804,808
Investment in bank subsidiary		70,869,641			71,736,089
Premises and equipment, net of accumulated depreciation		318,017			343,639
Other assets, including income taxes receivable from bank subsidiary of $757,993 in 2013 and $137,993 in 2012		1,310,749			645,320

Total assets	$	73,568,603		$	74,529,856

Liabilities:
Accrued expenses	$	47,190		$	59,651
Federal income taxes payable		213,548			-
Junior subordinated deferrable interest debentures		10,300,000			10,300,000

Total liabilities		10,560,738			10,359,651

Shareholders’ equity:
Common stock		3,760,557			3,760,557
Surplus		14,663,861			14,661,664
Retained earnings		50,807,689			46,855,865
Accumulated other comprehensive income (loss)		(1,358,205	)		3,697,363
Treasury stock, at cost		(4,866,037	)		(4,805,244	)

Total shareholders’ equity		63,007,865			64,170,205

Total liabilities and shareholders’ equity	$	73,568,603		$	74,529,856

Condensed Statements of Income	2013			2012			2011

Income – including dividends from bank subsidiary	$	975,356		$	800,155		$	575,099
Expenses – interest expense, professional fees and other expenses, net of federal income tax benefit		(523,271	)		(462,333	)		(499,263	)

Income before equity in undistributed net income of bank subsidiary		452,085			337,822			75,836

Equity in undistributed net income of bank subsidiaries		4,189,119			4,146,995			2,866,809

Net income	$	4,641,204		$	4,484,817		$	2,942,645

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)

Condensed Statements of Cash Flows	2013			2012			2011

Cash flows from operating activities:
Net income	$	4,641,204		$	4,484,817		$	2,942,645
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of bank subsidiary		(4,189,119	)		(4,146,995	)		(2,866,809	)
Depreciation and amortization		25,622			25,622			25,622
(Increase) decrease in other assets		(665,429	)		45,914			1,008,778
Increase (decrease) in other liabilities, including accrued expenses		201,087			(24,521	)		41,822

Net cash provided by operating activities		13,364			384,837			1,152,058

Cash flows from financing activities:
Purchase treasury stock		72,200			-			-
Proceeds from sale of treasury shares		13,604			10,657			12,659
Cash dividends paid		(689,380	)		(172,315	)		-

Net cash (used in) provided by financing activities		(747,976	)		(161,658	)		12,659

Net increase (decrease) in cash		(734,612	)		223,179			1,164,717

Cash at beginning of the year		1,804,808			1,581,629			416,912

Cash at end of the year	$	1,070,196		$	1,804,808		$	1,581,629

During 2005, the Board of Directors approved a program whereby the Corporation purchases shares of its common stock in the open market. The decision to purchase shares, the number of shares to be purchased, and the price to be paid depends upon the availability of shares, prevailing market prices, and other possible considerations which may impact the advisability of purchasing shares. The Corporation purchased 5,000 shares in 2013 (none in 2012 or 2011) under the program.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, and both able and willing to transact.

FASB ASC 820-10, Fair Value Measurements (ASC 820-10) requires the use of valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820-10 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Corporation’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Corporation’s own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - FAIR VALUE MEASUREMENTS (CONTINUED)

The following table summarizes financial assets (there were no financial liabilities) measured at fair value as of December 31, 2013 and 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

2013	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value

Recurring:
Securities available-for-sale:
U.S. Government and Agencies	$	-	$	12,333,009	$	-	$	12,333,009
Obligations of state and political subdivisions		-		66,540,342		-		66,540,342
Mortgage-backed		-		117,471,538		-		117,471,538
Other		-		735,036		-		735,036
Mortgage servicing rights		-		-		1,398,396		1,398,396

Total recurring	$	-	$	197,079,925	$	1,398,396	$	198,478,321

Nonrecurring:
Impaired loans, net	$	-	$	-	$	2,620,418	$	2,620,418
Other real estate owned		-		-		667,954		667,954

Total nonrecurring	$	-	$	-	$	3,288,372	$	3,288,372

2012

Recurring:
Securities available-for-sale:
U.S. Government and Agencies	$	-	$	15,554,085	$	-	$	15,554,085
Obligations of state and political subdivisions		-		53,918,499		-		53,918,499
Mortgage-backed		-		107,607,325		-		107,607,325
Other		-		527,856		-		527,856
Mortgage servicing rights		-		-		930,760		930,760

Total recurring	$	-	$	177,607,765	$	930,760	$	178,538,525

Nonrecurring:
Impaired loans, net	$	-	$	-	$	12,642,362	$	12,642,362
Other real estate owned		-		-		1,568,000		1,568,000

Total nonrecurring	$	-	$	-	$	14,210,362	$	14,210,362

There were no financial instruments measured at fair value that moved to a lower level in the fair value hierarchy during 2013 and 2012 due to the lack of observable quotes in inactive markets for those instruments at December 31, 2013 and 2012.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - FAIR VALUE MEASUREMENTS (CONTINUED)

The table below presents a reconciliation and income statement classification of gains and losses for mortgage servicing rights, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011

Balance at beginning of year	$	930,760		$	727,240		$	1,114,126
Gains or losses, including realized and unrealized:
Purchases, issuances, and settlements		312,751			444,646			168,342
Disposals – amortization based on loan payments and payoffs		(160,873	)		(257,057	)		(240,662	)
Changes in fair value		315,758			15,931			(314,566	)

Balance at end of year	$	1,398,396		$	930,760		$	727,240

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, and disclosure of unobservable inputs follows.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Corporation’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Corporation’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Corporation’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available-for-Sale

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would typically include government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. Government and agencies, municipal bonds, mortgage-backed securities, and asset-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities may be classified within Level 3 of the valuation hierarchy. The Corporation did not have any securities classified as Level 1 or Level 3 at December 31, 2013 and 2012.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - FAIR VALUE MEASUREMENTS (CONTINUED)

Mortgage Servicing Rights

The Corporation records mortgage servicing rights at estimated fair value based on a discounted cash flow model which includes discount rates between -0.14% and 1.31%, in addition to assumptions disclosed in note 6 that are considered to be unobservable inputs. Due to the significance of the level 3 inputs, mortgage servicing rights have been classified as level 3.

Impaired Loans

The Corporation does not record impaired loans at fair value on a recurring basis. However, periodically, a loan is considered impaired and is reported at the fair value of the underlying collateral less estimated cost to sell, if repayment is expected solely from collateral. Collateral values are estimated using level 2 inputs, including recent appraisals and level 3 inputs based on customized discounting criteria such as additional appraisal adjustments to consider deterioration of value subsequent to appraisal date and estimated cost to sell. Additional appraisal adjustments range between 10% and 70% of appraised value, and estimated selling cost ranges between 10% and 20% of the adjusted appraised value. Due to the significance of the level 3 inputs, impaired loans fair values have been classified as level 3.

Other Real Estate Owned

The Corporation values other real estate owned at the estimated fair value of the underlying collateral less appraisal adjustments between 10% and 20% of appraised value, and expected selling costs between 10% and 20% of adjusted appraised value. Such values are estimated primarily using appraisals and reflect a market value approach. Due to the significance of the Level 3 inputs, other real estate owned has been classified as Level 3.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Financial assets and financial liabilities, excluding impaired loans and other real estate owned, measured at fair value on a nonrecurring basis were not significant at December 31, 2013.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of recognized financial instruments at December 31, 2013 and 2012 are as follows:

	2013				2012
	Carrying amount		Estimated value		Carrying amount		Estimated value		Input level
	(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	22,407	$	22,407	$	49,912	$	49,912		1
Securities, including Federal Home Loan Bank stock		201,974		201,974		182,502		182,502		2
Certificates of deposit		2,739		2,739		2,490		2,490
Loans held for sale		424		424		2,957		2,957		3
Net loans		291,299		292,257		297,528		297,879		3
Mortgage servicing rights		1,398		1,398		931		931		3

	$	520,241	$	521,199	$	536,320	$	536,671

	2013				2012
	Carrying amount		Estimated value		Carrying amount		Estimated value		Input level
	(dollars in thousands)
FINANCIAL LIABILITIES
Deposits
Maturity	$	172,349	$	172,956	$	185,650	$	187,436		3
Non-maturity		295,651		295,651		285,549		285,549		1
Other borrowings		12,101		13,036		22,557		24,947		3
Junior subordinated deferrable interest debentures		10,300		10,294		10,300		10,367		3

	$	490,401	$	491,937	$	504,056	$	508,299

The above summary does not include accrued interest receivable and cash surrender value of life insurance which are also considered financial instruments. The estimated fair value of such items is considered to be their carrying amounts, and would be considered level 1 inputs.

There are also unrecognized financial instruments at December 31, 2013 and 2012 which relate to commitments to extend credit and letters of credit. The contract amount of such financial instruments amounts to $76,322,000 at December 31, 2013 and $85,643,000 at December 31, 2012. Such amounts are also considered to be the estimated fair values.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments shown above:

Cash and cash equivalents:

Fair value is determined to be the carrying amount for these items (which include cash on hand, due from banks, and federal funds sold) because they represent cash or mature in 90 days or less and do not represent unanticipated credit concerns.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Securities:

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would typically include government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include municipal bonds, mortgage-backed securities, and asset-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities may be classified within Level 3 of the valuation hierarchy. The Corporation did not have any securities classified as Level 1 or Level 3 at December 31, 2013 and 2012.

Certificates of deposit:

Carrying value of certificates of deposit estimates fair value.

Loans:

Fair value for loans was estimated for portfolios of loans with similar financial characteristics. For adjustable rate loans, which re-price at least annually and generally possess low risk characteristics, the carrying amount is believed to be a reasonable estimate of fair value. For fixed rate loans the fair value is estimated based on a discounted cash flow analysis, considering weighted average rates and terms of the portfolio, adjusted for credit and interest rate risk inherent in the loans. Fair value for nonperforming loans is based on recent appraisals or estimated discounted cash flows.

Mortgage servicing rights:

The fair value for mortgage servicing rights is determined based on an analysis of the portfolio by an independent third party.

Deposit liabilities:

The fair value of core deposits, including demand deposits, savings accounts, and certain money market deposits, is the amount payable on demand. The fair value of fixed-maturity certificates of deposit is estimated using the rates offered at year end for deposits of similar remaining maturities. The estimated fair value does not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the marketplace.

Other financial instruments:

The fair value of commitments to extend credit and letters of credit is determined to be the contract amount, since these financial instruments generally represent commitments at existing rates. The fair value of other borrowings is determined based on a discounted cash flow analysis using current interest rates. The fair value of the junior subordinated deferrable interest debentures is determined based on quoted market prices of similar instruments.

UNITED BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The fair value estimates of financial instruments are made at a specific point in time based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument over the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Since no ready market exists for a significant portion of the financial instruments, fair value estimates are largely based on judgments after considering such factors as future expected credit losses, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

NOTE 18 - CONTINGENT LIABILITIES

In the normal course of business, the Corporation and its subsidiary may be involved in various legal actions, but in the opinion of management and legal counsel, the ultimate disposition of such matters is not expected to have a material adverse effect on the consolidated financial statements.

NOTE 19 - QUARTERLY FINANCIAL DATA (UNAUDITED)

The following represents a summary of selected unaudited quarterly financial data for 2013 and 2012:

							Income per common share
	Interest income		Net interest income		Net income		Basic		Diluted
	(Dollars in thousands, except per share data)
2013
First quarter	$	4,834	$	4,018	$	1,098	$	.318	$	.318
Second quarter	$	4,902	$	4,086	$	1,347	$	.391	$	.391
Third quarter	$	4,913	$	4,091	$	1,116	$	.324	$	.324
Fourth quarter	$	5,205	$	4,410	$	1,080	$	.312	$	.312

2012
First quarter	$	5,877	$	4,417	$	1,003	$	.291	$	.291
Second quarter	$	5,682	$	4,422	$	1,203	$	.349	$	.349
Third quarter	$	5,564	$	4,501	$	1,104	$	.320	$	.320
Fourth quarter	$	5,468	$	4,576	$	1,175	$	.341	$	.341

UNITED BANCSHARES, INC.

Columbus Grove, Ohio

DIRECTORS – UNITED BANCSHARES, INC.

		DIRECTOR			DIRECTOR
NAME	AGE	SINCE	NAME	AGE	SINCE
Robert L. Benroth	51	2003	Daniel W. Schutt	66	2005
Putnam County Auditor			Retired Banker

James N. Reynolds	76	2000	R. Steven Unverferth	61	2005
Chairman, Retired Banker			President, Unverferth Manufacturing Corporation, Inc.

H. Edward Rigel	71	2000	Brian D. Young	47	2012
Farmer, Rigel Farms, Inc.			President/CEO

David P. Roach	63	2001
Vice-President/GM, First Family Broadcasting of Ohio

DIRECTORS – THE UNION BANK COMPANY

		DIRECTOR			DIRECTOR
NAME	AGE	SINCE (a)	NAME	AGE	SINCE (a)
Robert L. Benroth	51	2001	David P. Roach	63	1997
Putnam County Auditor			Vice-President/GM, First Family Broadcasting of Ohio

Herbert H. Huffman	63	1993	Robert M. Schulte, Sr.	81	1994
Retired - Educator			Businessman/Spherion Services

Kevin L. Lammon	59	1996	Daniel W. Schutt	66	2005
Village Administrator, Village of Leipsic			Retired Banker

William R. Perry	55	1990	R. Steven Unverferth	61	1993
Farmer			President, Unverferth Manufacturing Corporation, Inc.

James N. Reynolds	76	1966	Brian D. Young	47	2008
Retired Banker			President/CEO/Chairman

H. Edward Rigel	71	1979
Farmer, Rigel Farms, Inc.

(a) Indicates year first elected or appointed to the board of The Union Bank Company or any of the former affiliate banks, Bank of Leipsic or the Citizens Bank of Delphos.

Exhibit 21

United Bancshares, Inc. Subsidiaries

The Union Bank Company

Ohio banking corporation

Columbus Grove, Ohio

United (OH) Statutory Trust I

Connecticut statutory trust

Columbus Grove, Ohio

UBC Investments, Inc. – a wholly-owned subsidiary of The Union Bank Company

Delaware corporation

Wilmington, Delaware

UBC Property, Inc. – a wholly-owned subsidiary of The Union Bank Company

Ohio corporation

Columbus Grove, Ohio

Exhibit 23

Consent of Independent Registered

Public Accounting Firm

The Board of Directors

United Bancshares, Inc.

We consent to the incorporation by reference in the Registration Statement (No. 333-106929) on Form S-8 of United Bancshares, Inc. of our report dated March 19, 2014, relating to the consolidated balance sheets of United Bancshares, Inc. and subsidiaries as of December 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2013, which report is incorporated by reference in the December 31, 2013 Annual Report on Form 10-K/A of United Bancshares, Inc.

/s/ CliftonLarsonAllen LLP

Toledo, Ohio

September 5, 2014

Exhibit 31.1

CERTIFICATION - CEO

In connection with the Annual Report of United Bancshares, Inc. on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian D. Young, President and Chief Executive Officer of United Bancshares, Inc., certify, that:

(1) I have reviewed this Annual Report on Form 10-K of United Bancshares, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this annual report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and we have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ BRIAN D. YOUNG

Brian D. Young

President and Chief Executive Officer

September 5, 2014

Exhibit 31.2

CERTIFICATION - CFO

In connection with the Annual Report of United Bancshares, Inc. on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Diana L. Engelhardt, Chief Financial Officer of United Bancshares, Inc., certify, that:

(1) I have reviewed this Annual Report on Form 10-K of United Bancshares, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Diana L. Engelhardt

Diana L. Engelhardt

Chief Financial Officer

September 5, 2014

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of United Bancshares, Inc. (the "Corporation") on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian D. Young, Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ BRIAN D. YOUNG

Brian D. Young

Chief Executive Officer

Date: September 5, 2014

*This certification is being furnished as required by Rule 13a –14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of United Bancshares, Inc. (the "Corporation") on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Diana L. Engelhardt, Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Diana L. Engelhardt

Diana L. Engelhardt

Chief Financial Officer

Date: September 5, 2014

Exhibit 99

SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. United Bancshares, Inc. ("Corporation") desires to take advantage of the "safe harbor" provisions of the Act. Certain information, particularly information regarding future economic performance and finances and plans and objectives of management, contained or incorporated by reference in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, is forward-looking. In some cases, information regarding certain important factors that could cause actual results of operations or outcomes of other events to differ materially from any such forward-looking statement appears together with such statement. In addition, forward-looking statements are subject to other risks and uncertainties affecting the financial institutions industry, including, but not limited to, the following:

Interest Rate Risk

The Corporation’s operating results are dependent to a significant degree on its net interest income, which is the difference between interest income from loans, investments and other interest-earning assets and interest expense on deposits, borrowings and other interest-bearing liabilities. The interest income and interest expense of the Corporation change as the interest rates on interest-earning assets and interest-bearing liabilities change. Interest rates may change because of general economic conditions, the policies of various regulatory authorities and other factors beyond the Corporation's control. In a rising interest rate environment, loans tend to prepay slowly and new loans at higher rates increase slowly, while interest paid on deposits increases rapidly because the terms to maturity of deposits tend to be shorter than the terms to maturity or prepayment of loans. Such differences in the adjustment of interest rates on assets and liabilities may negatively affect the Corporation's income.

Possible Inadequacy of the Allowance for Loan Losses

The Corporation maintains an allowance for loan losses based upon a number of relevant factors, including, but not limited to, trends in the level of non-performing assets and classified loans, current economic conditions in the primary lending area, past loss experience, possible losses arising from specific problem loans and changes in the composition of the loan portfolio. While the Board of Directors of the Corporation believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in material adjustments, and net earnings could be significantly adversely affected if circumstances differ substantially from the assumptions used in making the final determination.

Loans not secured by one-to-four family residential real estate are generally considered to involve greater risk of loss than loans secured by one- to four-family residential real estate due, in part, to the effects of general economic conditions. The repayment of multifamily residential, nonresidential real estate and commercial loans generally depends upon the cash flow from the operation of the property or business, which may be negatively affected by national and local economic conditions. Construction loans may also be negatively affected by such economic conditions, particularly loans made to developers who do not have a buyer for a property before the loan is made. The risk of default on consumer loans increases during periods of recession, high unemployment and other adverse economic conditions. When consumers have trouble paying their bills, they are more likely to pay mortgage loans than consumer loans. In addition, the collateral securing such loans, if any, may decrease in value more rapidly than the outstanding balance of the loan.

Competition

The Corporation competes for deposits with other savings associations, commercial banks and credit unions and issuers of commercial paper and other securities, such as shares in money market mutual funds. The primary factors in competing for deposits are interest rates and convenience of office location. In making loans, the Corporation competes with other commercial banks, savings associations, consumer finance companies, credit unions, leasing companies, mortgage companies and other lenders. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable. The size of financial institutions competing with the Corporation is likely to increase as a result of changes in statutes and regulations eliminating various restrictions on interstate and inter-industry branching and acquisitions. Such increased competition may have an adverse effect upon the Corporation.

Legislation and Regulation that may Adversely Affect the Corporation's Earnings

The Corporation is subject to extensive regulation by the State of Ohio, Division of Financial Institutions (the “ODFI”), the Federal Reserve Bank (the “FED”), and the Federal Deposit Insurance Corporation (the "FDIC") and is periodically examined by such regulatory agencies to test compliance with various regulatory requirements. Such supervision and regulation of the Corporation and the bank are intended primarily for the protection of depositors and not for the maximization of shareholder value and may affect the ability of the company to engage in various business activities. The assessments, filing fees and other costs associated with reports, examinations and other regulatory matters are significant and may have an adverse effect on the Corporation's net earnings.

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